UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

BRUKER CORPORATION
40 Manning Road
Billerica, MA 01821
(978) 663-3660

Dear Stockholder:

        On behalf of the board of directors and management of Bruker Corporation, I would like to invite you to attend our Annual Meeting of Stockholders to be held on Friday,Thursday, May 14, 201016, 2013 at 9:0030 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts.

        The Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the formal business to be conducted at the meeting, and Proxy Card, accompany this letter. The Company's Annual Report to Stockholders is also enclosed for your information.

        All Stockholders are invited to attend the Meeting. To ensure your representation at the Meeting, however, you are urged to vote by proxy by completing, dating and returning the enclosed Proxy Card. A postage-paid envelope is enclosed for that purpose. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the Stockholders is important.

        I look forward to your participation and thank you for your continued support.

		Sincerely,
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

BRUKER CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Our Stockholders:

        Notice is hereby given that the Annual Meeting of the Stockholders of Bruker Corporation will be held on May 14, 2010,16, 2013, at 9:0030 a.m., Local Time, at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts, for the following purposes:

1.

To elect the four Class I nominees for director named in the accompanying proxy statement to hold office until the 20132016 Annual Meeting of Stockholders.

2.

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2010.2013.

3.

To approve the Bruker Corporation 2010 Incentive Compensation Plan, as described in the accompanying proxy statement.

4.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

        The board of directors has fixed the close of business on March 31, 201022, 2013 as the record date for the determination of stockholders entitled to notice of and to vote at this Annual Meeting and at any adjournment or postponement thereof.

		By order of the board of directors
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

Billerica, Massachusetts
April 14, 201010, 2013

        All stockholders are invited to attend the meeting. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or by the internet, or by completing, dating and returning the enclosed Proxy Card in the enclosed postage-paid envelope. Your shares cannot be voted unless you vote by telephone or internet, date, sign and return the enclosed Proxy Card, or attend the meeting in person. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before the stockholders is important. Even if you have given your proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you will not be permitted to vote in person at the meeting unless you first obtain a proxy issued in your name from the record holder.

**************

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2010:16, 2013:

This Proxy Statement and the accompanying Annual Report are available via the Internet at:http://ir.bruker.com

BRUKER CORPORATION
PROXY STATEMENT

        This proxy statement and the enclosed proxy card are furnished in connection with the solicitation of proxies by the board of directors of Bruker Corporation (the "Company") for use at the 20102013 Annual Meeting of Stockholders (the "2010"2013 Annual Meeting") to be held on May 14, 2010,16, 2013, at the time and place set forth in the notice of the meeting and at any adjournments thereof. The approximate date on which this proxy statement and form of proxy are first being sent to stockholders is April 14, 2010.10, 2013.

        The holders of a majority in interest of all of the Company's common stock, par value $.01 per share ("Common Stock") issued, outstanding and entitled to vote are required to be present in person or be represented by proxy at the 2013 Annual Meeting in order to constitute a quorum for the transaction of business. Each share of Common Stock outstanding on the record date will be entitled to one vote on all matters.

        For Proposal No. 1, the four candidates for election as directors at the 2013 Annual Meeting who receive the highest number of affirmative votes will be elected. For Proposal No. 2, the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2013, the affirmative vote of holders of a majority of the shares of Common Stock represented in person or by proxy and entitled to vote on the proposal will be required for approval.

        Because abstentions with respect to any matter are treated as shares present or represented and entitled to vote for the purposes of determining whether that matter has been approved by the stockholders, abstentions have the same effect as negative votes for each proposal other than the election of directors.

        If the enclosed Proxy Cardproxy card is properly executed and returned, it will be voted in the manner directedinstructed by the stockholder. If a proxy card is properly submitted but contains no instructions, are specified with respect to any particular matter to be acted upon, proxiesthe shares represented thereby will be voted FOR all nominees for director in favorProposal No. 1 and FOR ratification of such matter.the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2013 in Proposal No. 2. In addition, if other matters come before the meeting, the persons named in the accompanying proxy and acting thereunder will have discretion to vote on those matters in accordance with their best judgment. Any person signing the enclosed form of proxy has the power to revoke it by voting in person at the meeting or by giving written notice of revocation to the Secretary of the Company at any time before the proxy is exercised. Please note, however, that if your shares are held of record by a broker, bank or nominee and you wish to vote at the meeting, you will not be permitted to vote in person unless you first obtain a proxy issued in your name from the record holder.

        The holdersIf shares are held in the "street name" of a majority in interestbroker or other nominee, the broker or nominee may not be permitted to exercise voting discretion with respect to certain of allthe proposals to be acted upon. If the broker or nominee is not given instructions as to how to vote such shares, the broker has authority under New York Stock Exchange rules to vote those shares for or against "routine" matters, such as the ratification of accounting firms. Brokers cannot vote on their customers' behalf on "non-routine" proposals such as the election of directors and the advisory vote on the compensation of the Company's common stock, par value $.01 per share ("Common Stock") issued, outstanding and entitled to vote are required to be present in person or be represented by proxy atnamed executive officers. These rules apply notwithstanding the 2010 Annual Meeting in order to constitute a quorum forfact that shares of the transaction of business. Each share ofCompany's Common Stock outstandingare traded on the record date will be entitled to one vote on all matters. The four candidates for election as directors atNASDAQ Global Select Market. If the 2010 Annual Meeting who receive the highest number of affirmative votes will be elected.

        Because abstentionsbrokerage firm lacks discretionary voting power with respect to anyan item that is not a routine matter are treated asand you do not provide voting instructions (a "broker non-vote"), such shares present or represented and entitled to vote for the purposes of determining whether that matter has been approved by the stockholders, abstentions have the same effect as negative votes for each proposal other than the election of directors. Broker non-votes will be counted for purposes of determining whetherestablishing a quorum is present,to conduct business at the 2013 Annual Meeting, but will not be counted for purposes of determining whether stockholder approval of any particular matter has been obtained.

        The Company will bear the cost of the solicitation. Although it is expected that the solicitation will be primarily by mail, regular employees or representatives of the Company (none of whom will receive any extra compensation for their activities) may also solicit proxies by telephone, telecopier and in

person and arrange for brokerage houses and other custodians, nominees and fiduciaries to send proxies and proxy materials to their principals at the expense of the Company.

        The Company's 20092012 Annual Report, including the Company's audited financial statements for the fiscal year ended December 31, 2009,2012, is being mailed to shareholdersstockholders concurrently with this proxy statement.

        The Company's principal executive offices are located at 40 Manning Road, Billerica, Massachusetts 01821, and our telephone number is (978) 663-3660.

RECORD DATE AND VOTING SECURITIES

        Only stockholders of record at the close of business on March 31, 201022, 2013 are entitled to notice of and to vote at the meeting. On March 31, 2010,22, 2013, the Company had outstanding and entitled to vote 164,660,194167,037,400 shares of Common Stock. Each outstanding share of Common Stock entitles the record holder to one vote. Broadridge Financial Solutions, Inc. will tabulate all votes that are received prior to the date of the Annual Meeting. The inspector of elections, who will be one of our employees or one of our attorneys, will receive Broadridge's tabulation, tabulate all other votes, and certify the voting results.

CORPORATE INFORMATION

        Bruker Corporation was incorporated in Massachusetts as Bruker Federal Systems Corporation. In February 2000, we reincorporated in Delaware as Bruker Daltonics Inc. In July 2003, we merged with Bruker AXS Inc., and we were the surviving corporation in that merger. In connection with that merger, we changed our name to Bruker BioSciences Corporation and formed two operating subsidiaries, Bruker Daltonics and Bruker AXS, into which we transferred substantially all of their respective assets and liabilities, except cash. In July 2006, we acquired Bruker Optics Inc., also a company under common control. In February 2008, we acquired the Bruker BioSpin group of companies, which we sometimes refer to as the Bruker BioSpin Group, also a group of companies under common control. In connection with the Bruker BioSpin acquisition, we changed our name to Bruker Corporation. Our fivefour principal operating divisionssegments are Bruker AXS, Bruker BioSpin, Bruker Daltonics,CALID, Bruker Optics,MAT and Bruker Energy & Supercon Technologies, or BEST. Unless otherwise indicated, the financial information presented herein gives effect to the Bruker Optics and Bruker BioSpin acquisitions and, in accordance with generally accepted accounting principles in the United States, is presented as if Bruker Optics and Bruker BioSpin had been a part of Bruker Corporation for all periods described.

PROPOSAL NO. 1
ELECTION OF DIRECTORS

        The first proposal on the agenda for the 20102013 Annual Meeting is the election of Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard A. Packer to serve as Class I directors for a three-year term beginning at the 20102013 Annual Meeting and ending at our 20132016 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. The Company's Certificate of Incorporation, as amended, provides that the board of directors shall consist of three classes of directors with overlapping three-year terms. One class of directors is to be elected each year for a three-year term. Directors are assigned to each class in accordance with a resolution or resolutions adopted by the board of directors, each class consisting, as nearly as possible, of one-third the total number of directors. There are currently twelve members of our board of directors, consisting of four Class I directors, four Class II directors and four Class III directors. Additionally,directors, and there is one vacancy on our boardwithin the class of directors following the resignation of Collin J. D'Silva, who served as a Class II director until his resignation on March 31, 2010 to become the president of the Chemical Analysis Division of Bruker Daltonics, effective April 1, 2010.directors.

        At the 20102013 Annual Meeting, four nominees will be elected as Class I directors to serve for a term expiring at the 20132016 Annual Meeting of Stockholders. The directors in each of Class II and Class III are serving terms expiring at the Company's Annual Meeting of Stockholders in 20112014 and 2012,2015, respectively.

        AllEach of the nominees for Class I director, Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard A. Packer, areis currently serving as a Class I directors.director. All nominees were unanimously approved by our board of directors, including a majorityunanimous approval by our independent directors, upon the unanimous recommendation of ourthe Nominating Committee, which is comprised of three independent directors.

        Unless marked otherwise, proxies received will be votedFOR the election of each of the four nominees specified below.for the office of director. If any such nominee for the office of director is unwilling or unable to serve as a nominee for the office of director at the time of the 20102013 Annual Meeting, the proxies may be voted either (1) for a substitute nominee who shall be designated by the present board of directors to fill such vacancy or (2) for the other nominees only, leaving a vacancy. Alternatively, the size of the board of directors may be reduced so that there is no vacancy. The board of directors has no reason to believe that any of the nominees will be unwilling or unable to serve if elected as a director.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF THE NOMINEES LISTED ABOVE.The Board of Directors recommends a vote FOR the election of each of the nominees for Director.

Certain Information Regarding Directors and Nominees

        The biographies of each of the nominees and continuing directors below contain information regarding each person's service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the board of directors to determine that the person should serve as a director of the Company in 2010.2013.

Nominees Forfor Election Forto a Three-Year Term Expiring at The 2013the 2016 Annual Meeting

Directors Continuing in Office until the 2014 Annual Meeting

BOARD LEADERSHIP STRUCTURE

        Under our bylaws, the chairman of the Company's board of directors has the power to preside at all meetings of the Board.board. Dr. Frank Laukien, our Chief Executive Officer and President, serves as the Chairman of our board of directors and has done so throughout the time we have been a public company. Although the board believes that the combination of the Chairman and Chief Executive Officer roles is appropriate in the current circumstances, the board does not have a fixed policy regarding the combination or separation of the offices of Chairman and Chief Executive Officer. Our board of directors believes that it should have the flexibility to make these determinations at any given point in time in the way that it considers best to provide appropriate leadership for the Company at that time.

        The Chief Executive Officer is appointed by our board to manage the Company's daily affairs and operations. Dr. Frank Laukien's extensive industry knowledge and long history of direct involvement in the Company's operations make him best suited to serve as Chairman in order to (i) lead the board in productive discussions on important matters affecting the Company; (ii) create a firm link between management and the board and promote the development and implementation of corporate strategy; (iii) determine necessary and appropriate agenda items for meetings of the board with input from the independent lead director and board committee chairpersons; and (iv) determine and manage the amount of time and information devoted to discussion and analysis of agenda items and other matters that may come before the board. Additionally, his significant equity ownership, at over 23% of the outstanding shares of the Company's common stock, means that he has a close and direct alignment of interests with the interests of our other shareholders.

        While we believe that having a unified Chairman and Chief Executive Officer is appropriate and in the best interests of the Company and its shareholders at this time, our board structure also fosters strong oversight by independent directors. Since 2004, an independent lead director has been appointed by the independent directors to ensure an independent leadership contact. The lead director's responsibilities include: (i) consulting with the Chairman regarding agenda items for board meetings; (ii) chairing executive sessions of the independent directors; (iii) calling executive sessions of the independent directors of the board and advising the Chairman and Chief Executive Officer of actions or deliberations at such sessions; (iv) acting as a liaison between the independent directors and the full board, as necessary; and (iv) establishing, in consultation with the Chairman and Chief Executive Officer and any appropriate board committees, procedures to govern the board's work, ensuring that the board of directors is appropriately approving strategy and supervising management's progress. Mr.Dr. William Linton has served in the role of lead director since the position was established in 2004. The Chairman and Chief Executive Officer consults periodically with the lead director on governance matters and on issues facing the Company. In addition, the lead director serves as the principal liaison between the Chairman and the independent directors and presides at executive sessions of independent directors at each regularly scheduled in-person board meeting.meetings. The board of directors believes that this

approach appropriately and effectively complements the Company's combined Chairman and Chief Executive Officer.

BOARD MEETINGS, COMMITTEES AND COMPENSATION

        Throughout 2009, our board of directors included thirteen members, seven of whom were independent directors. Effective March 31, 2010, Collin J. D'Silva, who had served as an independent director of the Company since 2000, resigned from his position as a Class II director in order to join the Company as President of the newly-formed Chemical Analysis Division of our Bruker Daltonics operating division. As a result of Mr. D'Silva's departure from the board, thereThere are currently twelve members of our board of directors. Sixdirectors and there is one vacancy within the class of thedirectors serving for a term expiring at our 2014 Annual Meeting. Eight of our twelve current members of the board of directors, namely Wolf-Dieter Emmerich, Stephen W. Fesik, Brenda J. Furlong, Marc A. Kastner, Richard D. Kniss, William A. Linton, and Richard A. Packer, and Chris van Ingen, meet the independence requirements of the NASDAQ Stock Market LLC, or NASDAQ, listing standards.

        Since Mr. D'Silva's resignation, and until the vacancy created by Mr. D'Silva's departure is filled, our board of directors has not been comprised of a majority of independent directors, as required by NASDAQ. Additionally, as described below under"Audit Committee", Mr. D'Silva resigned from the Audit Committee of our board of directors in March 2010, leaving a vacancy on the Audit Committee. Our board of directors is actively engaged in the process of finding a qualified independent director to fill the openings in our group of Class II directors and on our Audit Committee, and we intend to regain compliance with both the majority independence and audit committee composition requirements within the cure period provided by NASDAQ.

        During fiscal year 2009,2012, the board of directors of the Company held seveneight meetings. EachOur incumbent directors, on average, attended approximately 98% of board and committee meetings during 2012. No director attended at leastless than 75 percent of the total number of 2012 meetings of the board of directors and board committees of which he or she was a member in 2009.member. It is the policy of our board of directors that at least two directors, including at least one independent director, attend our Annual Meeting, either in person or by telephonic conference. Three directors attended our 20092012 Annual Meeting.

        As described below, the board of directors has three standing committees: an Audit Committee, and a Compensation Committee. The board of directors does not haveCommittee and a Nominating Committee.

        Audit Committee.    The Audit Committee of the board of directors is currently comprised of Brenda J. Furlong, and Richard A. Packer, and Chris van Ingen, each of whom satisfy the applicable independence requirements of the rules and regulations of the SEC and NASDAQ. Under these rules, we are required to have an Audit Committee consisting of at least three independent members. Throughout 2009 and until his resignation from the Audit Committee, which was effective March 9, 2010, Collin J. D'Silva served as the third independent member of the Audit Committee. Since Mr. D'Silva's resignation, we have not been in compliance with NASDAQ listing standards relating to audit committee composition requirements. As noted above, our Audit Committee and board of directors is actively engaged in the process of finding a qualified director to fill the vacancy on the Audit Committee. We intend to regain compliance with the audit committee composition requirements no later than September 7, 2010, which is the date on which the 180-day cure period provided by NASDAQ expires. At that time we also expect to be in compliance with the majority independence requirement. The Audit Committee met seven times during 2012 in regular session. During 2012, the 2009 fiscal year.Audit Committee also met periodically in connection with the Company's review of legal compliance matters at certain of its subsidiaries operating in China and Hong Kong. Ms. Furlong, Chair of the Audit Committee, qualifies as an audit committee financial expert pursuant to applicable SEC rules and regulations.

        The Audit Committee provides assistance to the board of directors in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Company and its subsidiaries. The Audit Committee works extensively with the independent auditors, pre-approves all audit and non-audit services provided to the Company by its independent auditors, reviews the performance of the independent auditors and replaces or

terminates the independent auditors when circumstances warrant. The Audit Committee is also charged with establishing and monitoring procedures for (i) the receipt, retention or treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential submission by the Company's employees of concerns regarding questionable accounting or auditing matters. None of the members of the Audit Committee has participated in the preparation of any financial statements of the Company at any time during the last three fiscal years. The Audit Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Compensation Committee.    The Compensation Committee, which is comprised of Wolf-Dieter Emmerich, Stephen W. Fesik and Richard D. Kniss, all of whom meet the independence requirements of the NASDAQ Listing Rules, met threeeleven times during the 2009 fiscal year.2012. Mr. Kniss is the Chairman of the Compensation Committee. The Compensation Committee (i) administers (i) the Company's stock option plan; (ii) determines the chief executive officer's salary, bonus, and equity based compensation; (iii) oversees the executive compensation program for the Company's other executive officers; and (iv) determines such compensation, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors. From time to time, the Company expects that various of its senior executive officers will provide analysis and recommendations to the Compensation Committee on compensation issues, as requested by the Compensation Committee. In particular, the Chief Executive Officer annually evaluates the performance of the Chief Financial Officer and makes recommendations to the Compensation Committee regarding the Chief OperatingFinancial Officer's compensation. Additionally, the Chief Financial Officer annually evaluates the performance of the Company's executive officers other than the Chief Executive Officer and makes recommendations to the Compensation Committee regarding the compensation of these executive officers. The Compensation Committee reviews these performance evaluations and recommendations and, if the Committee deems appropriate, adopts the recommendations with little to no change. Our Chief Executive Officer, Chief Financial Officer and the DirectorGlobal Vice President of Human Resources may routinely attend meetings of the Compensation Committee to provide information relating to matters the Compensation Committee is considering. The

Compensation Committee may, from time to time, meet in executive session without any executive officers present. The Compensation Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        Nominating Committee.    The Nominating Committee is comprised of Wolf-Dieter Emmerich, William A. Linton and Richard A. Packer, all of whom meet the independence requirements of the NASDAQ Listing Rules. Mr. Packer is the Chairman of the Nominating Committee. The purpose of the Nominating Committee is to assist the board in identifying and recruiting individuals qualified to become board members, consistent with criteria approved by the board, and to recommend to the board nominees for election to the office of director at the next annual meeting of stockholders, or for election to fill any vacancies between annual meetings. While the board of directors retains responsibility for selecting nominees and recommending them for election by the Company's stockholders, the Nominating Committee is responsible for developing and implementing a process to identify qualified and willing candidates for recommendation to the board. The Nominating Committee is assisted by non-voting advisors from our board, including Dr. Frank Laukien, our Chairman, President, CEO and largest stockholder, and Mr. Joerg Laukien, a director and significant stockholder. The role of the advisors is to provide input to the Nominating Committee as major shareholders of the Corporation. The Nominating Committee's charter is available on the Company's website at http://ir.bruker.com under the "Corporate Governance" section.

        The Nominating Committee met one time during 2012. In addition to this meeting, members of the Nominating Committee communicated periodically throughout the year regarding candidates for director and director nomination matters. At a meeting held in February 2013, the Nominating Committee unanimously recommended the current slate of nominees for director to the full board of directors, as well as the election of Marc A. Kastner to fill one of two vacancies on the Company's board of directors.

        In addition to the standing committees described above, in April 2013 the board of directors established a temporary BEST Special Committee, comprised of Chris van Ingen, Frank Laukien and Joerg Laukien, to focus on key issues relating to the Company's Bruker Energy and Supercon Technologies division.

DIRECTOR NOMINATIONS

        On March 3, 2004, the Company adopted a policy by board resolution governing the nomination of directors, according to which the full board of directors approves all nominees for board membership. All nominees must also be approved by a majority of the Company's independent directors. Upon recommendation of the Nominating Committee, the qualifications of candidates will be reviewed by at least a majority of the independent directors of the Company, as well as the full board of directors. Stockholders may recommend director candidates for inclusion by the board of directors in the slate of nominees which the board recommends to stockholders for election as described below.

        The process followed to identify and evaluate potential candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by the members of the Nominating Committee, the independent directors and the board. The Nominating Committee, the independent directors and the board are each authorized to retain advisers and consultants and to compensate them for their services. No such advisers or consultants were retained for this purpose during 2012.

        The Company does not have a formal policy with regard to the consideration of diversity in identifying director nominees, but strives to identify and recruit director candidates with a variety of complementary skills so that, as a group, the board will possess the appropriate talent, skills and expertise to oversee the Company's business. When considering a potential director candidate, the

Nominating Committee evaluates the entirety of each candidate's experience and qualifications. The Nominating Committee looks for personal and professional integrity, demonstrated ability and judgment and business experience.

        In considering whether to recommend any candidate for inclusion in the board's slate of recommended director nominees, the board and the independent directors apply the criteria which are set forth in a resolution of the board approved and adopted on March 3, 2004.

        These criteria include, but are not limited to, the following:

•

experience in aspects of business or technology relevant to the Company's business;



•

sufficient time available to devote to the affairs of the Company;



•

character and integrity;



•

ability to represent the best interests of stockholders as a whole rather than special interest groups;



•

willingness to participate actively as a board member; and



•

communication, decision-making and interpersonal skills.

        The board and the independent directors may also consider the following for some of the director nominees:

•

experience serving as a director of a public company;



•

familiarity with corporate governance issues;



•

independence, as determined in accordance with SEC rules and regulations and NASDAQ listing standards;



•

experience in running a comparable company or division of a comparable company;



•

insight into the Company, its strategy, business model, operations, and financials;



•

knowledge of industry trends and markets; and



•

qualification as an "audit committee financial expert" to serve on the Audit Committee in accordance with SEC and NASDAQ definitions.

        In evaluating candidates recommended by the Nominating Committee, the board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

        Although the Company does not have a specific policy with respect to the nomination of directors by stockholders, the Nominating Committee will consider nominations made by stockholders. The Company believes that it is not necessary to have a policy for director nominations by stockholders because the board of directors, including the Nominating Committee and the independent directors, is able to effectively locate and evaluate potential candidates for nomination to the board of directors due to the directors' intimate knowledge of the Company and the life science industry. However, stockholders may communicate directly with the Nominating Committee of the board of directors by written communication submitted to Richard M. Stein at the address set forth below under "Stockholder Communications." Mr. Stein shall be primarily responsible for monitoring the communications and providing summaries or copies of such communications to the Nominating Committee or the board of directors as he deems appropriate, and, as described below, will submit communications to the Nominating Committee or the board of directors, as appropriate, relating to

corporate governance matters and long-term corporate strategy. Stockholders may use this process to suggest potential nominations to the board of directors. Such suggested nominations shall be forwarded to the Nominating Committee and the proposed candidates shall be evaluated using substantially the same process and applying the same criteria as used and applied in evaluating candidates submitted by board members. Nominations must be received by the Company within the timeframe set forth herein under "Time for Submission of Stockholder Proposals."

        At the 2013 Annual Meeting, stockholders will be asked to consider the re-election of Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard A. Packer to serve as Class I directors. All of the nominees for director are standing for re-election following the unanimous recommendation for nomination first by the Nominating Committee, and then by the full board of directors, including the unanimous approval of all of the Company's independent directors.

ROLE OF THE BOARD IN RISK OVERSIGHT

        Our board of directors considers general oversight of the Company's risk management efforts to be a responsibility of the entire board. The Audit and Compensation Committees assist the board in carrying out this responsibility by focusing on specific key areas of risk that our business faces. The board's role in risk oversight includes receiving regular reports from members of senior management on areas of material risk to the Company, or to the success of a particular project or endeavor under consideration, including operational, financial, legal and regulatory, strategic and reputational risks. The full board of directors, or the Audit Committee in the case of financial and compliance risks that are within the oversight of the Audit Committee or the Compensation Committee in the case of matters relating to our compensation policies and practices, receives these reports from members of management to enable the board or the Audit or Compensation Committee, as applicable, to understand the Company's risk identification, risk management, and risk mitigation strategies. To facilitate this process and assist the Audit Committee in fulfilling its responsibility for monitoring legal and compliance risks, our director of internal audit, who reports directly to our Senior Vice President, Corporate Finance and Accounting, also has a dotted line reporting relationship to the chairperson of the Audit Committee. The Audit Committee chairperson is authorized to give instructions and assignments directly to the director of internal audit, as to which assignments the director of internal audit reports directly and only to the Audit Committee chairperson. When a report is evaluated at the Audit Committee level, the chairperson of the Audit Committee subsequently reports on the matter to the full board to ensure coordination of the board's risk oversight activities. Our board of directors also believes that risk management is an integral part of our strategic planning process, which addresses, among other things, the risks and opportunities facing the Company.

COMPENSATION OF DIRECTORS

        We pay the non-employee directorsmembers of theour board of directors a mix of cash and share-based compensation based on the determination of the Compensation Committee. Employee directors, including Dr. Frank Laukien Dr. Dirk Laukien,and Mr. Joerg Laukien, and, until his retirement effective March 31, 2010, Dr. Tony Keller, receive compensation only as employees of the Company and receive no additional compensation for service as a director. Similarly, Dr. Tony Keller, a former employee director who retired at the expiration of his term in May 2012, and Dr. Dirk D. Laukien, a former employee director who resigned from the board of directors and from his position as Senior Scientific Fellow of the Company effective July 10, 2012, did not receive compensation for service as a director. Directors are reimbursed for reasonable out-of-pocket expenses incurred in attending meetings of the board or committees thereof.

Components of Director Compensation

        Cash components forEffective April 1, 2012, the serviceCompensation Committee approved certain changes to non-employee director cash compensation after consideration of non-employeea survey of director compensation at comparable

public companies and comparison of the survey results to the Company's director compensation practices established in 2006. During 2012, directors during 2009other than employee directors were paid cash compensation according to the following schedule:

        In addition to the cash component of director compensation, share-based awards are made annually to non-employee directors as a component of their compensation. On January 7, 2009,5, 2012, the Company granted each non-employee director, other than Mr. Richard Stein, an annual equity award consisting of an option to purchase 6,000 shares of common stock. The 20092012 option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 7, 2010.5, 2013. Effective for grants beginning in 2013, during 2012 the Compensation Committee approved an increase in the number of shares covered by the annual grants to non-employee directors, other than Mr. Stein so long as he remains a partner at Nixon Peabody LLP, to 10,000 shares from 6,000 shares. On January 5, 2010,7, 2013, annual equity awards were granted to all non-employee directors other than Mr. Stein. The 20102013 grants to non-employee directors again consisted of an option to purchase 6,00010,000 shares of common stock. The 2010stock, which option vests ratably in annual installments over three years on the anniversary of the grant date, beginning on January 7, 2014.

        Throughout 2012, Dr. Emmerich, Ms. Furlong, Dr. Keller, Dr. Frank Laukien, Mr. Joerg Laukien, Mr. van Ingen and Charles F. Wagner, Jr., the Company's Executive Vice President and Chief Financial Officer, also served as members of the board of directors of Bruker Energy & Supercon Technologies, Inc., or BEST, a subsidiary of the Company. As non-employee directors of BEST, Dr. Emmerich, Ms. Furlong and Mr. van Ingen were each entitled to receive $15,000 as an annual retainer, payable in four equal quarterly installments per annum, as well as meeting fees of $1,000 per meeting attended. Additionally, until accepting employment with the Company in June 2012, Mr. Wagner was entitled to receive $15,000 as an annual retainer and meeting fees of $1,000 per meeting attended for his service as a non-employee director of BEST. In 2012, Dr. Emmerich received additional compensation of $7,500 for service as chair of the Compensation Committee of the BEST board of directors and $10,000 for service on the BEST Audit Committee. Ms. Furlong received additional compensation of $15,000 in 2012 for service as chair of the Audit Committee of the BEST board of directors. Mr. van Ingen received additional compensation of $10,000 in 2012 for service as the Executive Chairman of the BEST board of directors and $5,000 for service on the BEST Compensation Committee. Mr. Wagner received total compensation of $15,500 for service on the BEST board of directors in 2012, including $5,000 for service on the BEST Audit Committee. On August 13, 2012, the Company granted each of Dr. Emmerich, Ms. Furlong, Dr. Keller, Mr. van Ingen, Mr. Joerg Laukien and Mr. Wagner an equity award for service as a BEST director, consisting of an option to purchase 5,000 shares of common stock of the Company. These option grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on January 5, 2011.

        In 2009, Dr. Frank Laukien, Mr. Joerg Laukien, Dr. Tony Keller and Ms. Brenda Furlong were elected to the board of directors of Bruker Energy & Supercon Technologies, Inc. ("BEST"), a wholly-owned subsidiary of the Company. As an independent director of BEST, Ms. Furlong is entitled to receive $15,000 as an annual retainer and additional compensation of $15,000 per year for service as chair of the audit committee of the BEST board of directors, payable in four equal quarterly installments per annum. For her service as a BEST director and chair of the audit committee, which began in October 2009, Ms. Furlong received a pro-rated portion of the 2009 annual retainer and audit committee compensation, as well as meeting fees of $1,000 per meeting attended. In October 2009, each BEST director was granted an option to purchase 10,000 shares of BEST common stock. Ms. Furlong also was granted an option to purchase 5,000 shares of BEST common stock as chair of the BEST audit committee. The grants vest ratably in annual installments over three years on the anniversary of the grant date, beginning on October 1, 2010.August 13, 2013.

        The following table provides information concerning the compensation paid by us to each of our non-employee directors for the fiscal year ended December 31, 2009.2012. The compensation received bypaid to Dr. Frank Laukien, our President and Dr. Dirk Laukien, who each served as executive officers of the Company in 2009,Chief Executive Officer, and to Mr. Wagner, our Executive Vice

President and Chief Financial Officer, is shown in the 20092012 Summary Compensation Table on page 29.38 of this proxy statement. For his continued service to the Bruker BioSpin Group in 2012, Dr. Keller received total compensation of 57,850 Swiss Francs, or approximately $61,700 based on an average conversion rate of 1 Swiss Franc = $1.066. Dr. Keller's 2012 compensation included an automobile allowance of 7,189 Swiss Francs, or approximately $7,664. The compensation paid in 2012 to each of Dr. Dirk Laukien and Mr. Joerg Laukien and Dr. Tony Keller as employees of the Company is described in this proxy statement under the heading "Transactions"Transactions with Related Persons" beginning on page 32 of this proxy statement.Persons."

20092012 Director Compensation Table

DIRECTOR NOMINATIONS

        The Company does not have a nominating committee, based on a board determination that full board participation in the nominations process would foster improved corporate governance. On March 3, 2004, the Company adopted a policy by board resolution governing the nomination of directors, according to which the full board of directors approves all nominees

(2)

Includes cash payments totaling $36,500 for board membership. In some cases, one or more board members may screen potential nominees before presenting them to the full board for consideration. In all cases, a majority of the Company's independent directors must approve the nominees. The qualifications of recommended candidates will be reviewed by at least a majority of the independent directors of the Company, as well as the full board of directors. Stockholders may recommend director candidates for inclusion by the board of directors in the slate of nominees which the board recommends to stockholders for election as described below.

        The process followed by the board and independent directors to identify and evaluate potential candidates includes requests to board members and others for recommendations, meetings from time to time to evaluate biographical information and background material relating to potential candidates and interviews of selected candidates by independent directors and the board. The independent directors and the board are authorized to retain advisers and consultants and to compensate them for their services. The independent directors and the board did not retain any such advisers or consultants for this purpose during fiscal year 2009.

        In considering whether to recommend any candidate for inclusion in the board's slate of recommended director nominees, the board and the independent directors apply the criteria which are set forth in a resolution of the board approved and adopted on March 3, 2004.

        These criteria include, but are not limited to, the following:

•

experience in aspects of business or technology relevant to the Company's business;



•

sufficient time available to devote to the affairs of the Company;



•

character and integrity;



•

ability to represent the best interests of stockholders as a whole rather than special interest groups;



•

willingness to participate actively as a board member; and



•

communication, decision-making and interpersonal skills.

        The board and the independent directors may also consider the following for some of the director nominees:

•

experience servingservice as a director, of a public company;



•

familiarity with corporate governance issues;



•

independence, as determined in accordance with SEC rulesCompensation Committee member and regulations and NASDAQ listing standards;



•

experience in running a comparable company or division of a comparable company;



•

insight into the Company, its strategy, business model, operations, and financials;



•

knowledge of industry trends and markets; and



•

qualification as an "audit committee financial expert" to serve on the Audit Committee in accordance with SEC and NASDAQ definitions.

        The board and the independent directors do not assign specific weights to particular criteria and no particular criterion is necessarily applicable to all prospective nominees. We believe that the backgrounds and qualificationsmember of the directors, consideredBEST.

(3)

Includes cash payments totaling $34,000 for service as a group, should providedirector and Audit Committee chair of BEST.

(4)

Includes cash payments totaling $34,000 for service as a significant composite mixdirector, chair of experience, knowledge and abilities that will allow the board to fulfill its responsibilities.

        Although the Company does not have a specific policy with respect to the nomination of directors by stockholders, the Company will consider nominations made by stockholders. The Company believes that it is not necessary to have a policy for director nominations by stockholders because the board of directors, including the independent directors, is able to effectively locate and evaluate potential candidates for nomination to the board of directors due to the directors' intimate knowledge of the Company and the life science industry. However, stockholders may communicate directly with the board of directors by written communication submitted to Richard M. Stein at the address set forth below under "Stockholder Communications." Mr. Stein shall be primarily responsible for monitoring the communications and providing summaries or copies of such communications to the board of directors as he deems appropriate, and, as described below, will submit communications to the board of directors relating to corporate governance matters and long-term corporate strategy. Stockholders may use this process to suggest potential nominations to the board of directors. Such suggested nominations shall be forwarded to the board of directors and the proposed candidates shall be evaluated using substantially the same process and applying the same criteria as used and applied in evaluating candidates submitted by board members. Nominations must be received by the Company within the timeframe set forth herein under "Time for SubmissionAudit Committee member of Stockholder Proposals."

        At the 2010 Annual Meeting, stockholders will be asked to consider the re-election of Wolf-Dieter Emmerich, Brenda J. Furlong, Frank H. Laukien and Richard A. Packer, all of whom are standing for election following a recommendation for nomination by the full board of directors, including the approval of a majority of the Company's independent directors.

BEST.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table sets forth certain information regarding beneficial ownership of the Company's common stock as of April 5, 2010March 22, 2013 by (i) each person who is known by the Company to own beneficially more than 5% of the Company's common stock, (ii) each of our directors and nominees for director, (iii) each named executive officer of the Company, as defined in "Summaryunder the heading "Summary of Executive Compensation," and (iv) all directors and executive officers who served as directors or named executive officers as of April 5, 2010March 22, 2013 as a group. Unless otherwise noted, the address of each beneficial owner is c/o Bruker Corporation, 40 Manning Road, Billerica, Massachusetts 01821.

*

Less than one percent

(1)

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable, or become exercisable within 60 days from the date hereof, are deemed outstanding. However, such shares are not deemed outstanding for purposes of computing the percentage ownership of any other person.

(2)

Includes options to purchase 75,0003,750 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof and 6,650100,000 shares of restricted common stock.

Also includes 2,116,309includes: 1,846,499 shares owned by Robyn Laukien as to which FrankDr. Laukien has voting power; 336,607 shares held by each of his adult children, as to which Dr. Laukien has sole voting power and shared investment power, and 201,702 shares held as custodian for the benefit of his




minor child, as to which Dr. Laukien has sole voting and investment power. Does not include 6,920 shares held by Dr. Laukien's adult son, 6,920 shares held in trust for his daughter, or 551 shares held by his spouse, in each case as to which Dr. Laukien disclaims beneficial ownership.

(3)

Includes options to purchase 165,000258,000 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof.



(4)

Includes options to purchase 7,920 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof and 1,670 shares of restricted common stock.



(4)

Includes 41,293 shares of common stock held by the Dirk D. Laukien Trust for Leah Laukien, dated June 1, 2000 and 200,00088,028 shares of restricted common stock.



(5)

Includes options to purchase 37,75030,000 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof and 1,000 shares of restricted common stock.hereof.



(6)

Includes options to purchase 11,00010,000 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof.



(7)

Includes options to purchase 5,94077,500 shares of common stock that are currently exercisable, or become exercisable, within 60 days of the date hereof and 334 shares of restricted common stock.hereof.



(8)

Includes options to purchase 23,19023,940 shares of common stock that are currently exercisable, or become exercisable, within 60 days of the date hereof.



(9)

Includes options to purchase 7,250 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof, of which options to purchase 2,500 shares of common stock are held by Nixon Peabody LLP, the law firm at which Mr. Stein is a partner.



(10)

Includes options to purchase 35,19033,940 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof.



(10)

Includes options to purchase 2,500 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof. Such options are held by Nixon Peabody LLP, the law firm at which Mr. Stein is a partner.



(11)

Includes options to purchase 31,69035,940 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof.



(12)

Includes options to purchase 7,92035,515 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof.



(13)

Includes options to purchase 5,94026,940 shares of common stock that are currently exercisable, or become exercisable, within 60 days of the date hereof and 334 shares of restricted common stock.hereof.



(14)

Includes options to purchase 21,57523,940 shares of common stock that are currently exercisable, or become exercisable, within 60 days of the date hereof.



(15)

Includes options to purchase 3,96020,940 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof.



(16)

Includes options to purchase 476,825 shares of common stock that are currently exercisable, or become exercisable within 60 days of the date hereof.



(17)

According to a Schedule 13G filed February 16, 2010, the 8,255,525 shares reported by FMR LLC7, 2013, T. Rowe Price ("FMR"Price Associates") are owned,beneficially owns, or may be deemed to be owned, by FMR. Fidelity Management & Research Company ("Fidelity"), a wholly owned subsidiary of FMR and an investment advisor, is the beneficial owner of 7,915,435beneficially own, 18,736,680 shares as a result of acting as investment advisor to various investment companies. FMRcompanies and Edward C. Johnson 3d, Chairman of FMR, through its control of Fidelity and the Fidelity funds ("Funds") eachinstitutional clients. Price Associates has sole power to dispose of the 7,915,43518,736,680 shares, owned by the Funds. Neither FMR nor Edward C. Johnson 3d,and has sole power to vote or direct the voting of the shares owned directly by the Fidelity Funds, which power resides with the Funds' Board of Trustees. Fidelity carries out the voting of the shares under written guidelines established by the Funds' Board of Trustees. Pyramis Global Advisors Trust Company ("Pyramis"), an indirect wholly owned subsidiary of FMR and a bank, is the beneficial owner of 324,860 shares as a result of serving as an investment manager of institutional accounts owning such4,041,530 shares. Edward C. Johnson 3d and FMR, through its control of Pyramis, each has sole dispositive power over 324,860 shares and sole power to vote or to direct the voting of 304,510 shares owned by the institutional accounts managed by Pyramis. FIL Limited ("FIL"), an investment advisor and a qualified




institution, provides investment advisory and management services to non-U.S. investment companies and institutional investors. Partnerships controlled predominantly by the family of Edward C. Johnson 3d, chairman of FMR and FIL, or trusts for their benefit, own approximately 47% of the voting stock of FIL. As such, FMR's beneficial ownership includes 15,230 shares beneficially owned through FIL.

EXECUTIVE OFFICERS

        OurThe Company's executive officers are:

Name		Age			Position
Frank H. Laukien, Ph.D.			5053		Chairman, President CEO and ChairmanChief Executive Officer
William J. KnightCharles F. Wagner, Jr.			6045		Executive Vice President and Chief OperatingFinancial Officer
Brian P. MonahanBernd Gewiese, Ph.D.			3855		Co-President, Bruker BioSpin Corporation
Michael G. Knell			36		Vice President of Finance and Chief FinancialAccounting Officer
Werner E. Maas, Ph.D.			49		Co-President, Bruker BioSpin Corporation
Mark R. Munch, Ph.D.			51		President, Bruker Nano, Inc. and Bruker MAT Group
Juergen Srega			58		President, Bruker CALID Group

        Our executive officers are elected annually by the board of directors and serve until their successors have been duly elected and qualified. Ourdirectors. In February 2013, our board of directors has determined thatdesignated the Company has no otherpersons listed above as the Company's executive officers as offor the date of this proxy statement. Until November 2009, in addition tofiscal year ending December 31, 2013. During the three currently servingfiscal year ended December 31, 2012, Dr. Frank Laukien, Mr. Knell, Dr. Munch, Dr. Burkhard Prause and Stephan Westermann served as executive officers Dr. Dirk Laukien served as an executive officer of the Company. Dr. Dirk Laukien stepped down from his management positions at that time to devote more attention to personal interests, but continues to serve the CompanyAdditionally, Mr. Wagner has served since July 2012 as a directorour Executive Vice President and in a part-time roleChief Financial Officer and Mr. William Knight served as Senior Scientific Fellow.Chief Financial Officer until July 2012 and as Chief Operating Officer until February 2012. For biographical information relating to Dr. Frank Laukien, who serves as both an executive officer and a director of the Company, please see "Certain"Certain Information Regarding Directors and Nominees"Nominees" above. Biographical information relating to our current non-director executive officers is presented below.

        William J. Knight.Charles F. Wagner, Jr.    InMr. Wagner has served as the Company's Executive Vice President and Chief Financial Officer since July 2012. From November 2009,2010 to March 2012, Mr. KnightWagner was appointedthe Executive Vice President of Finance and Administration and Chief OperatingFinancial Officer of Progress Software Corporation, a provider of enterprise software located in Bedford, Massachusetts. Mr. Wagner served as Vice President and Chief Financial Officer of Millipore Corporation, a global provider of products and services in the life science tools market, from 2007 until July 2010, when Millipore was acquired by Merck KGaA. Mr. Wagner joined Millipore in 2002 and from 2003 to 2007 served as Vice President, Strategy and Corporate Development. From 1997 to 2002, he served in various roles at Bain & Company after having served as Manager, Accounting Analysis, at Millipore from 1995 to 1996 and as Manager at Coopers & Lybrand from 1990 to 1995. Mr. Wagner served as a director of the Company effective February 1, 2010. Priorand member of the Audit Committee from August 2010 to assuming his current role,June 2012. Additionally, from 2010 to March 2013, Mr. KnightWagner served as a director of Bruker Energy & Supercon Technologies, Inc., where he was a member of the Audit Committee. Mr. Wagner holds a B.S. from Boston College and a M.B.A. from Harvard Business School.

        Michael G. Knell.    Mr. Knell has served as the Company's Vice President of Finance and Chief FinancialAccounting Officer from October 2004 until February 2010 and as Treasurer from October 2004since March 2012. Prior to March 2009. Before joining the Company, Mr. KnightKnell was with Ernst & Young LLP in its Boston office, where since 1998 he served in various roles, including most recently as Chief Financial Officer of Anika Therapeutics, Inc., a provider of therapeutic products, from 2002 to 2004. He also served as Chief Financial Officer of Zycos, Inc., a developer of DNA-based therapeutic products, from 2000 to 2002,Partner—Assurance Services and as Chief Financial Officera senior manager of NMT Medical, Inc.,Assurance Services from 2006 until his promotion to partner in July 2011. Mr. Knell's audit experience at Ernst & Young included service for a providervariety of cardiovascularclients in the retail, consumer products and neurological medical devices, from 1998 to 2000.manufacturing industries. Mr. KnightKnell is a Certified Public Accountant in Massachusetts and holds a B.B.A.Bachelor of Science degree in AccountingBusiness Administration from the State University of New York at Buffalo.




        Bernd Gewiese, Ph.D.    Dr. Gewiese has served since January 2013 as Co-President of Bruker BioSpin Corporation, a wholly-owned subsidiary of the Company, and, together with Dr. Maas, is responsible for the global operations of our Bruker BioSpin Group, which manufactures and distributes magnetic resonance and preclinical imaging instrumentation in the basic research, life sciences and industrial markets. Dr. Gewiese has served since 2010 as Co-President, and since 2007 as Executive Vice President, of the Company's Bruker BioSpin operating division. He also served as Executive Vice President of Bruker BioSpin Corporation from 2008 until January 2013. From 1999 to 2007, Dr. Gewiese has served in a variety of management roles within Bruker BioSpin GmbH, Bruker BioSpin MRI GmbH Bruker BioSpin Corporation. He joined Bruker BioSpin MRI GmbH in 1992 as MRI product manager, after five years of scientific work in MRI at the Steglitz Klinikum of the Free University of Berlin. Dr. Gewiese holds a Ph.D. in in-vivo NMR/MRI from the Technical University of Berlin, Germany.

        Werner E. Maas, Ph.D.    Dr. Maas has served since January 2013 as Co-President of Bruker BioSpin Corporation, a wholly-owned subsidiary of the Company, and, together with Dr. Gewiese, is responsible for management of the global operations of our Bruker BioSpin Group, which manufactures and distributes magnetic resonance and preclinical imaging instrumentation in the basic research, life sciences and industrial markets. Dr. Maas has served since 2010 as Co-President, and since 2007 as Executive Vice President, of the Company's Bruker BioSpin operating division. He also served as Executive Vice President of Bruker BioSpin Corporation from 2008 until January 2013. Dr. Maas joined Bruker BioSpin in 1992 as a Postdoctoral Fellow, after which he served as a research scientist. From 2001 to 2010 he served as Bruker BioSpin's Vice President for R&D and also served from 2005 to 2010 as Vice President of Bruker BioSpin MRI, Inc. Dr. Maas holds a Ph.D. in Chemistry from the University of Wisconsin.Nijmegen in The Netherlands.

        Brian P. Monahan.Mark R. Munch, Ph.D.    In November 2009, Mr. Monahan was appointed Chief Financial OfficerDr. Munch has served since September 2012 as President, Bruker MAT Group, with responsibility for management of the global operations of our Bruker MAT Group, which manufactures and distributes the Company's advanced analytical X-ray technologies and spark-optical emission spectroscopy, atomic force microscopy and stylus and optical metrology instrumentation used in non-destructive molecular, materials and elemental analysis. Dr. Munch has also served as President of Bruker Nano, Inc., a wholly-owned subsidiary of the Company, effectivesince October 2010. Prior to joining Bruker Nano, Inc., from February 1, 2010. From March 2009 until assuming his role as Chief Financial Officer, Mr. Monahan served as Chief Accounting Officer and2008 to October 2010 Dr. Munch was Executive Vice President of Finance.Veeco Instruments Inc. Dr. Munch has also served as a Senior Vice President of Coherent, Inc. from February 2006 to January 2008 and as President and Chief Executive Officer of Cooligy, Inc., a subsidiary of Emerson Electric, from 2004 to 2006. Dr. Munch's background includes over 23 years of experience in marketing, product development, operations and sales, as well as experience in managing significant business units of multi-national corporations. Dr. Munch holds a Bachelor of Science degree in Chemical Engineering from the University of Colorado and a Master of Science degree and Ph.D. in Chemical Engineering from Stanford University.

        Juergen Srega.    Mr. MonahanSrega joined the Company as President, Bruker CALID Group in April 2004 as Corporate ControllerJanuary 2013. In this position Mr. Srega is responsible for management of the global operations of our Bruker CALID Group, which manufactures and was appointed Chief Accounting Officer and Vice President of Finance in March 2009. In addition to his corporate responsibilities, Mr. Monahan has served in various financial and operational roles atdistributes the Company's Bruker Daltonics division. Beforemass spectrometry and chromatography instruments for life science and applied markets, as well as analytical instruments for chemical, biological, radiological, nuclear and explosives detection and research and process instruments based on infrared and Raman molecular spectroscopy technologies. Prior to joining the Company, Mr. MonahanSrega served as Managersince 1996 in a variety of Accounting and Financial Reportingsenior management roles at Thermo Fisher Scientific International, Inc., a global provider of analytical instruments, equipment, reagents and consumables, software and services for research, analysis, discovery and diagnostics headquartered in Waltham, Massachusetts. At Thermo Fisher Scientific, Mr. Srega led a number of significant operating divisions, including as Vice President and General Manager Biomarkers, BRAHMS GmbH, from December 2002 through April 20042011 to 2012, Vice President and asGeneral Manager Scientific Instruments Division Global Products from 2005 to 2011 and Vice President and




General Manager Advanced MS from 1996 to 2004. Prior to 1996, Mr. Srega was with Badenwerk AG, a German power utility company located in Karlsruhe, Germany, from 1988 to 1995 and an audit manager for PricewaterhouseCoopers LLPemployee of Bruker GmbH from July 1999 through December 2002.1980 to 1988. Mr. Monahan is a Certified Public Accountant andSrega holds a B.S.B.A. in AccountingFinance from theNord Akademie in Hamburg, Germany and a B.A. in Engineering from Karlsruhe University of Massachusetts.




Applied Sciences in Karlsruhe, Germany.


COMPENSATION DISCUSSION AND ANALYSIS


        This Compensation Discussion and Analysis ("CD&A") describes the principles, objectives, and features of our executive compensation program, which is generally applicable to each of our senior officers. However, this CD&A focuses primarily on the program as applied to our Chief Executive Officer and the other named executive officers included in the Summary Compensation Table, whom we refer to collectively in this proxy statement as the "named executive officers." For 2012, our named executive officers were:

•

Dr. Frank H. Laukien, Chairman, President and Chief Executive Officer



•

Mr. Charles F. Wagner, Jr., Executive Vice President and Chief Financial Officer since July 2012



•

Mr. William J. Knight, Chief Financial Officer until July 2012 and Chief Operating Officer until February 2012



•

Mr. Mark R. Munch, President, Bruker Nano, Inc. and Bruker MAT Group



•

Dr. Burkhard Prause, President, Bruker Energy & Supercon Technologies, Inc.



•

Mr. Stephan Westermann, Executive Vice President–Order Execution, Production & Logistics of Bruker Scientific Instruments and Executive Vice President–Operations of Bruker BioSpin Group

Executive Overview

        Our executive compensation program is administereddesigned to attract, motivate and retain the individuals that lead the Company. Our approach to compensation for our executive officers targets a mix of competitive salaries, performance-based cash incentive awards linked to corporate and individual objectives and long-term equity incentive awards. We believe that our compensation policies and practices are effectively designed to motivate and reward performance, and that the mix of compensation elements creates incentives that are closely aligned with increasing shareholder value.

        Our business strategy is to create value for our stockholders based on our ability to innovate and generate rapid revenue growth, both organically and through acquisitions. Achieving improvements in our gross profit margins and operating margins is also critical to our success. In 2012, our revenues grew by 8.5% to $1.79 billion, despite a difficult economic environment in certain of our key markets. Adjusted for changes in foreign exchange rates and recent acquisitions, our 2012 revenues grew by 11.9%. While we reported improvement in our gross margins on a GAAP basis, our GAAP operating margins declined, primarily due an increase in impairment and other one-time charges in 2012. On an adjusted basis, however, both our gross margins and operating margins increased. As a result of increasing pricing pressures, changes in the mix of products sold toward lower margin products and increases in production costs, particularly in our Bruker CAM operating division, the increases in both adjusted operating margins and adjusted gross margins were not as strong as the increases we had established as goals for 2012. Our earnings per share on a GAAP basis declined to $0.46 per share in 2012 from $0.55 per share in 2011, primarily as a result of various non-recurring charges. Adjusted for certain non-recurring items, 2012 earnings per share of $0.83 was little changed compared to $0.82 for 2011.




        Highlighted below are some of the key actions and decisions with respect to our executive compensation programs for fiscal year 2012, as approved by the Compensation Committee:

•

Salaries.  For each of our executive officers serving as of January 1, 2012, the Compensation Committee approved 2.5% salary increases. In connection with Mr. Wagner's joining the Company as Chief Financial Officer, the Compensation Committee approved significant changes in the level and mix of compensation paid to our Chief Financial Officer, including the base salary.



•

Performance-Based Cash Incentive Awards and Payouts.  Consistent with our pay-for-performance philosophy, a significant portion of our executive officers' total compensation potential for fiscal year 2012 was linked to achievement of corporate and individual quantitative and qualitative goals.



•

As with past years, the Compensation Committee established specific fiscal year 2012 quantitative and qualitative goals for each executive officer. Payment for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals is calculated based on percentage achievement of the board of directors. quantitative target goal, with no threshold or maximum.



•

The Compensation Committee oversees the Company's stock optionestablished 2012 quantitative performance targets related to revenue growth, gross margin improvement, operating margin improvement, earnings per share and working capital management for our Chief Executive Officer and our Chief Financial Officer based on our business plan determines the chiefgoals for these key metrics. Quantitative goals represented 70% of these executive officer's salary, bonus,total cash incentive compensation potential, with the remaining 30% allocated to individual qualitative factors established by the Compensation Committee. The mix of quantitative and equity-based compensation, overseesqualitative goals approved by the executive compensation programCompensation Committee for our other executive officers including reviewingvaried based on individual roles, responsibilities and approvingkey performance drivers.



•

Annual cash incentive awards for fiscal 2012 rewarded our Chief Executive Officer and Chief Financial Officer for achieving our goal for revenue growth, but also reflected the overall values and formsfact that other financial or individual goals either were not achieved or were only partially achieved. 2012 performance metrics of compensation for theour other named executive officers listedreflected goals tied to the performance of their respective areas of direct influence. Based on 2012 quantitative goals and performance results, cash incentive payments for performance against quantitative goals ranged from 61% to 114% of our executive officers' target bonuses linked to their 2012 quantitative bonus targets. In addition, our executive officers received amounts ranging from 50% to 100% of target bonuses linked to their 2012 qualitative bonus targets.



•

As executive officers assume greater responsibility, a larger portion of their total cash compensation is designed to and does become dependent on Company and individual performance. For example, our Chief Executive Officer's potential cash incentive compensation for 2012, based on achieving targeted levels of performance relative to the corporate financial goals and individual qualitative goals established for him by the Compensation Committee, represented more than 50% of his total potential cash compensation.



•

Long-Term Incentive Awards.  In 2012, the Compensation Committee approved long-term incentive awards to certain of our executive officers, including awards of 100,000 shares of restricted stock to Dr. Laukien and 88,028 shares of restricted stock to Mr. Wagner, in each case valued at approximately $1,000,000 on the date the award was granted. Additionally, Dr. Prause was awarded options to purchase 55,000 shares of our common stock and Mr. Knell was




awarded options to purchase 35,000 shares of our common stock. All such awards are subject to time-based vesting.

2011 Say on Pay Vote

        In May 2011, our stockholders cast an advisory vote on the Company's executive compensation decisions and policies as disclosed in the 2009 Summaryproxy statement for the 2011 Annual Meeting of Stockholders. Over 99 percent of the shares voted on the matter at the 2011 Annual Meeting of Stockholders approved the compensation decisions and policies described in the 2011 proxy statement. The Compensation TableCommittee again considered this result in 2012 and determined that it was not necessary to make any material changes to the Company's compensation policies and practices in response to the most recent advisory vote. At the Company's 2011 Annual Meeting of Stockholders, our stockholders also voted on page 29a proposal on the frequency of this proxy statementfuture stockholder advisory votes regarding the compensation of the Company's named executive officers. A frequency of once every three years received the highest number of votes cast, as well as for other officersa majority of the votes cast on the proposal. Consistent with these results, our company, reviews general policy matters relatingstockholders will next be asked to cast an advisory vote regarding executive officer compensation and employee benefits and makes recommendations concerning these matters toat the boardCompany's 2014 Annual Meeting of directors.Stockholders.

Executive Compensation Philosophy

        Our key objectives in structuring and determining executive compensation are to:

•

attract and retain qualified executive officers;officers by offering competitive compensation packages;



•

motivate existing officers to perform;



•

reward outstanding corporate performance;perform by providing meaningful incentive-based compensation;



•

align compensation with Bruker CorporationCorporation's annual and long-term performance goals;



•

enhance our profitability; and



•

maximize stockholder value.focus our leadership team on creating value for our stockholders.

        To achieve these objectives, we have embraced a compensation philosophy that seeks to align compensation with our strategic objectives and reward our executive officers for meeting certain performance goals. Executive compensation is based in part on a pay-for-performance philosophy, through annual incentive bonus awards which emphasize both company and individual performance measures that correlate closely with the achievement of our short and long term performance objectives. To motivate our executive officers, we focus on cash compensation in the form of salary and bonus, a portion of which is tied to the individual's performance, and we augment this cash compensation annually with equity grants. In structuring executive compensation, the Compensation Committee focuses on our goal of long-term enhancement of stockholder value through grants of equity incentive awards with extended vesting schedules.

Compensation Process and Methodology

        Our executive compensation program is administered by the Compensation Committee of the board of directors. The Compensation Committee oversees the Company's equity incentive plan, determines the chief executive officer's salary, bonus, and equity-based compensation, oversees the executive compensation program for our other executive officers, including reviewing and approving the overall values and forms of compensation for the named executive officers listed in the 2012 Summary Compensation Table included in this proxy statement as well as for other officers, reviews general policy matters relating to compensation and employee benefits and makes recommendations concerning these matters to the board of directors.




Role of the Compensation Committee

        The Compensation Committee assesses competitive market compensation for our executive officers using a variety of sources, including cash compensation data derived from independent sources for a reference group of publicly-traded companies in the same or similar industries. The companies in the reference group vary in terms of size, as the Compensation Committee believes that a reference group consisting of competitors of various sizes provides useful insight for their consideration of compensation levels, including information about the range and median of competitive salaries and cash bonuses. Although individual pay is driven largely by individual and corporate performance considerations, the Compensation Committee has historically used reference group data as a "market check" to help ensure that individual cash compensation levels remain reasonable and competitive. Our management provides input on companies considered for inclusion in the reference group, but the Compensation Committee makes the final determination as to the reference group selection.

        During 2012, the Compensation Committee engaged an independent compensation consultant, QTI Consulting, Inc., to provide guidance to the Committee and to management on compensation trends and program designs and an objective perspective on the process of evaluating and developing proposals regarding our pay practices. In light of the growth in recent years in the size of the Company and its global operations, changes in the competitive landscape as a result of industry consolidation and evolving changes in the Company's own organizational and management structure, the Compensation Committee and management worked with the compensation consultant throughout 2012 to, among other things, develop an expanded peer group for competitive compensation comparisons, analyze internal pay equity across the Company's global operations and recommend a unified global structure for the Company's compensation practices based on current competitive market pay levels. Although the initial results of this work helped inform the Compensation Committee's assessments and determinations of compensation in the latter half of 2012, it is expected the analyses and recommendations provided by the compensation consultant will play a greater role in the evaluation of the Company's compensation process and program design beginning in 2013. QTI Consulting, Inc. did not provide any other services to the Company in 2012.

Role of Management

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our Company-wide performance goals and the bonus goals and weightings for the Company's other executive officers. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of the executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer, assisted by the Chief Financial Officer, provides the Compensation Committee with his assessment of the performance of the other executive officers against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on its assessment of each executive officer's performance relative to his or her performance-based goals. The determination of the bonus earned is generally made within the first quarter after the end of the fiscal year, allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been awarded by the Compensation Committee in recognition of exceptional individual performance or contributions to company performance.




2012 Executive Compensation Program

        In establishing and evaluating fiscal 2012 compensation for our executive officers as of January 1, 2012, the Compensation Committee determined that the competitive assessment of reference group data compiled by the Company in 2010 continued to provide a relevant context for its evaluation of the over-all competitiveness of the Company's executive compensation programs. The Compensation Committee therefore referred to the 2010 assessment as one source of market information in its determinations of executive salary and cash incentive bonus award opportunities for fiscal year 2012. The reference group considered by the Compensation Committee for its evaluation of the recommended base pay and annual incentive bonus targets of our Chief Executive Officer and Chief Financial Officer included:

Affymetrix Inc.		PerkinElmer, Inc.
Agilent Technologies, Inc.		Sequenom, Inc.
Caliper Life Sciences, Inc. (acquired by PerkinElmer in 2011)		ThermoFisher Scientific, Inc.
Dionex Corporation (acquired by ThermoFisher Scientific in 2011)		Varian, Inc. (acquired by Agilent Technologies in 2010)
Keithley Instruments Inc. (acquired by Tektronix in 2010)		Waters Corporation
Mettler-Toledo International Inc.

        The Compensation Committee considered market capitalization and revenue in addition to certain qualitative factors, to be appropriate for evaluating the competitiveness of potential cash compensation, including the target level of cash incentive bonuses, of our executive officers as of January 1, 2012, relative to the compensation of executives in similar functions at these companies. In general, the Compensation Committee considered the median compensation levels of the companies in the reference group to be appropriate competitive comparisons, in light of our relative market position. The following table, which reflects the data compiled in 2010 for the reference group, compares the Company to the selected reference group for these key metrics and compares the 2012 potential cash compensation, including the target level of cash incentive bonuses, of our Chief Executive Officer, Dr. Laukien, and Chief Financial Officer and Chief Operating Officer as of January 1, 2012, Mr. Knight, to the median cash compensation of comparable executives in the reference group based on the data compiled in 2010 (dollars in billions, except total cash compensation):

		Market Capitalization			Revenue			Total Cash Compensation
Reference Group, range			$0.1 – $19.5			$0.0 – $10.1
Reference Group, median			$1.5			$0.8
Chief Executive Officer								$	925,056
Chief Financial Officer								$	661,905
Bruker Corporation			$2.6			$1.8
2012 Salary and Target Cash Incentive Bonus:
Frank H. Laukien, Chief Executive Officer								$	994,338
William J. Knight, Chief Financial Officer								$	521,153




        In July 2012, Mr. Wagner joined the Company and replaced Mr. Knight as Chief Financial Officer. The compensation package recommended by the Chief Executive Officer to the Compensation Committee represented total target annual compensation of $1,975,000, consisting of total target cash compensation of $975,000, including a base salary of $475,000 and target annual cash bonus and other compensation totaling at least $500,000, and total annual equity compensation valued at $1,000,000 in the form of stock options and restricted stock. In evaluating the 2012 compensation package recommended for Mr. Wagner, the Compensation Committee considered Mr. Wagner's compensation history at previous employers, as well as a competitive assessment of three year average annual compensation of the chief financial officers of the following public companies: Charles River Laboratories International Inc., PerkinElmer, Inc., Thermo Fisher Scientific, Inc. and Waters Corporation. The Compensation Committee considered these companies to be appropriate reference points based on market capitalization and revenue, in addition to certain qualitative factors. The following table compares the compensation recommended for Mr. Wagner to the three year average annual compensation of the chief financial officers of the selected reference group:

		Total Cash Compensation			Total Equity Compensation			Total Annual Compensation
Reference Group		$	1,016,257		$	1,225,906		$	2,242,163
Recommended Target Cash and Equity Compensation:
Charles F. Wagner, Jr., Chief Financial Officer		$	975,000		$	1,000,000		$	1,975,000

        Based on this reference data, Mr. Wagner's experience and compensation history as chief financial officer of Progress Software Corporation and Millipore Corporation and expected contributions to the Company, the Compensation Committee approved the recommended compensation package for Mr. Wagner. Cash compensation paid to Mr. Wagner in 2012 was prorated for his length of service as Chief Financial Officer. Mr. Wagner's minimum cash bonus was set at $200,000 for 2012, equal to 80% of his prorated target bonus level. In August 2012, the Compensation Committee approved an initial grant of restricted stock to Mr. Wagner, with a grant date fair value of approximately $1,000,000.

        Additionally, upon their election as executive officers in March 2012, the Compensation Committee reviewed the 2012 salaries and cash incentive plans of Dr. Munch, Dr. Prause and Mr. Westermann, as well as Mr. Knell, and determined that the base salary and cash incentive plans of each of these executive officers was appropriate in light of the individual executive officer's experience and management responsibilities.

Components of Executive Compensation

        Total compensation is comprisedconsists of cash compensation in the form of annual base salary and annual incentive bonus awards, as well as long-term incentive compensation in the form of stock option and restricted stock grants.

        The Compensation Committee considers cash compensation data derived from an independent source, Salary.com's CompAnalyst Executive, for a peer group of publicly-traded companies as one input to the compensation-setting process. Although individual pay is driven largely by individual and corporate performance considerations, the peer group data is used as a "market check" to ensure that individual cash compensation levels remain competitive. We selected companies that we consider to be in same or similar industries, broadly similar in revenues and market capitalization, or similar in growth and performance potential. Our management provides input on the peer group, but the Compensation Committee makes the final determination as to composition. The companies that are included in the peer group are reviewed annually by management and the Compensation Committee and can change






from year to year as market conditions warrant. In 2009, the peer group selected by the Compensation Committee for evaluating annual base salary and annual incentive bonus awards included:

Affymetrix Inc.		PerkinElmer, Inc.
Agilent Technologies, Inc.		Sequenom, Inc.
Caliper Life Sciences, Inc.		ThermoFisher Scientific, Inc.
Dionex Corporation		Varian, Inc.
Keithley Instruments Inc.		Waters Corporation
Mettler-Toledo International Inc.

        The following tables compare the Company to the selected peer group for certain key metrics. The Compensation Committee considers these quantitative factors, in addition to certain qualitative factors, in assessing the appropriateness of these companies for compensation comparison purposes.


Market Capitalization as of December 31, 2009
(in billions)


Thermo Fisher Scientific Inc.		$	19.5
Agilent Technologies, Inc.			10.8
Waters Corporation			5.8
Mettler-Toledo International Inc.			3.6
PerkinElmer, Inc.			2.4
Bruker Corporation			2.0
Varian, Inc.			1.5
Dionex Corporation			1.3
Affymetrix, Inc.			0.4
Sequenom, Inc.			0.3
Caliper Life Sciences, Inc.			0.1
Keithley Instruments, Inc.			0.1


Revenues for the Most Recently Completed Fiscal Year
(in millions)


Thermo Fisher Scientific Inc.(1)		$	10,110
Agilent Technologies, Inc.(2)			4,481
PerkinElmer, Inc.(3)			1,812
Mettler-Toledo International Inc.(1)			1,729
Waters Corporation(1)			1,499
Bruker Corporation(1)			1,115
Varian, Inc.(4)			807
Dionex Corporation(5)			385
Affymetrix, Inc.(1)			327
Caliper Life Sciences, Inc.(1)			130
Keithley Instruments, Inc.(6)			103
Sequenom, Inc.(1)			38





Growth Rate for the Most Recently Completed Three Year Period


Thermo Fisher Scientific Inc.			39	%
Sequenom, Inc.			10
Dionex Corporation			10
Bruker Corporation			9
Caliper Life Sciences, Inc.			7
PerkinElmer, Inc.			6
Waters Corporation			5
Mettler-Toledo International Inc.			3
Varian, Inc.			(1	)
Affymetrix, Inc.			(3	)
Agilent Technologies, Inc.			(3	)
Keithley Instruments, Inc.			(13	)


Net Income as a Percentage of Revenues for the
Most Recently Completed Fiscal Year


Waters Corporation(1)			22	%
Dionex Corporation(5)			14
Mettler-Toledo International Inc.(1)			10
Thermo Fisher Scientific Inc.(1)			8
Bruker Corporation(1)			7
Varian, Inc.(4)			5
PerkinElmer, Inc.(3)			5
Agilent Technologies, Inc.(2)			(1	)
Caliper Life Sciences, Inc.(1)			(6	)
Affymetrix, Inc.(1)			(7	)
Keithley Instruments, Inc.(6)			(49	)
Sequenom, Inc.(1)			(187	)

---

(1)

Revenues and net income for the year ended December 31, 2009.

(2)

Revenues and net income for the year ended October 31, 2009.

(3)

Revenues and net income for the year ended January 3, 2010.

(4)

Revenues and net income for the year ended October 2, 2009.

(5)

Revenues and net income for the year ended June 30, 2009.

(6)

Revenues and net income for the year ended September 30, 2009.

        Consistent with our size and financial performance relative to the peer group, the Compensation Committee typically targets combined salary and target bonus compensation at a level not to exceed the median of the peer group.

        Annual Base Salary.    Base salaries are determined based on a variety of factors, including officers'each officer's levels of responsibility, experience and potential, and a comparison of salaries paid to peers within the Company and to those with similar roles at other companies. Base salaries are set at levels that the Compensation Committee believes willare reasonably competitive to allow our Companyus to attract and retain qualified managers who will enable our company to deliver on its business goals.managers.

        Base salaries are reviewed annually and may be adjusted after considering the various factors described above. The Chief Executive Officer makes base salary recommendations to the Compensation Committee for the Chief Operating Officer and the Chief Financial Officer.Company's other executive officers. When setting the base salaries of thesethe executive officers, the Compensation Committee, while considering the






recommendations of the Chief Executive Officer, makes the final determination based on the factors listed above and the executive officer's




performance during the previous year. The Compensation Committee also evaluates the performance of and sets the salary for the Chief Executive Officer.

        In 2007, the Compensation Committee reviewed peer group salary information and determined that the salaries of the Company's executive officers were each below the median of their peer group comparables. The Compensation Committee therefore approved management's recommendation to phase in base salary increases over a multi-year period commencing in 2008 to raise, as appropriate, each executive officers' salary component of compensation to a more competitive level relative to the peer group. In December 2008, however, as part of a series of cost-reduction initiatives in a deteriorating global economic environment, certain members of our management team, including each of the current executive officers, voluntarily accepted temporary salary reductions, to be effective for our 2009 fiscal year. In November 2009, Mr. Knight and Mr. Monahan were each awarded base salary increases upon being named to their current positions, in recognition of their increased responsibilities.

        Annual Cash Incentive Awards.    Annual incentive awards in the form of performance-based cash incentive bonuses for the Chief Executive Officer and our other executive officers are based upon management's success in meeting our financial and strategic goals. Typically, specific criteria for these bonuses have been determined based on a combination of qualitative and quantitative measures established each year by the Compensation Committee after consultation with management. The specific individual goals vary for each executive based on their responsibilities and role within our company and may include financial or strategic measures, including, among others, revenue growth, gross profit and operating profit margin improvement, working capital ratio improvements, achieving return on invested capital goals, meeting earnings per share targets, identifying and developing new product and market opportunities and furthering or achieving other strategic initiatives. The individual goals are intended to reward performance which results in our companyCompany meeting or exceeding its financial or operational goals.

        The Compensation Committee also considers the mix of performance goals in order to balance the incentives created to mitigate risks that may be associated with a particular performance goal. In 2009,2012, for example, the executive officers'cash incentive plans established for our Chief Executive Officer and Chief Financial Officer combined a revenue target goal was combined with bothgross profit margin improvement, operating margin improvement, working capital and EPSearnings per share goals that emphasized cost reduction as well as top-line performance.performance based on the business plan approved by our board of directors. Cash incentive bonus awards reflect both the individual's performance compared with his performance goals for the year and the overall performance of our company.

        For 2009, our executive officers' quantitative performance goals and associated cash incentive opportunities were established and evaluated based on a range expressed incompany or the form of a threshold, representing the minimum criteria for earning a bonus payment, and a target, representing the level at which 100% of the target bonus would be earned. The threshold for the quantitative component of 2009 incentive awards was set at 80%, meaning that if an executive officer did not achieve at least 80% of a quantitative performance goal then no incentive bonus would be paid to that executive officer for that performance goal. For qualitative goals, a similar threshold did not apply and bonus awards were based onparticular operations under the executive officer's respective relative performance against each of his individual qualitative goals. The Compensation Committee did not set a maximum amount that could be earned in the event that an executive officer exceeded one or more performance goals. As a result, our executive officers had the potential to receive a bonus award in excess of 100% of the allocated target amount for performance that exceeded any of the qualitative or quantitative goals established by the Compensation Committee.

        Beginning in 2010, cash incentive bonuses will continue to be linked to the achievement of pre-established performance goals but the payment amounts will be calculated under a revised methodology established by the Compensation Committee. Payments for quantitative goals are to be calculated based on percentage achievement of the quantitative target goal, with no threshold. Payments for qualitative goals will be made in a range of 50% to 100%, with 50% of the target amount payable if the Compensation Committee determines that a qualitative goal was partially achieved, 75% of the target amount payable if the Compensation Committee determines that a qualitative goal was






substantially achieved and 100% of the target amount payable if the Compensation Committee determines that a qualitative goal was fully achieved. For example, if an executive officer achieves 30% of a 2010 quantitative performance goal then the 2010 cash incentive bonus will include an amount equal to 30% of the target amount allocated to that goal. If the Compensation Committee determines that the executive officer has made substantial progress toward achieving a 2010 qualitative performance goal then the 2010 cash incentive bonus will include an amount equal to 75% of the target amount allocated to that goal. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee has not set a maximum amount that can be earned in the event that the executive officers exceed their quantitative goals in the performance-based incentive plans. Bonus awards linked to individual qualitative goals, however, are to be limited to 100% of the target bonus amount allocated to each of those goals. The Compensation Committee may, in their discretion, award cash incentive bonuses above the target level in the event an executive officer delivers exceptional performance.

        The Chief Executive Officer is responsible for making recommendations to the Compensation Committee for our company-wide performance goals and the bonus goals and weightings for the Chief Operating Officer and the Chief Financial Officer. The Chief Executive Officer is also responsible for developing and providing a proposal to the Compensation Committee for his own bonus plan and target levels. The Compensation Committee reviews the recommendations of the Chief Executive Officer and determines the final bonus structure and goals for each of these executive officers, including threshold and target bonus levels. After the close of the fiscal year, the Chief Executive Officer provides the Committee with his assessment of the performance of the Chief Operating Officer and the Chief Financial Officer against their respective bonus goals and proposed bonus payout. When determining the bonus payout for the executive officers, the Compensation Committee, while considering the recommendations of the Chief Executive Officer, makes the final determination based on the executive officer's performance, and that of the department which he led during the year relative to the performance-based goals. The determination of the bonus earned is generally made within the first quarter after the end of the fiscal year, allowing time to assess the achievement of the bonus goals. On occasion, additional bonuses in excess of those calculated to have been earned have been given by the Compensation Committee in recognition of exceptional individual performance or contributions to company performance.

        For 2009, quantitative company-wide financial performance goals accounted for 70% of the total cash bonus target level for each of Dr. Frank Laukien, Mr. Knight and Mr. Monahan. Performance goals were tied to the Company's key strategic metrics relating to revenues, operating margins, earnings per share and working capital management. For each of these executive officers, individual qualitative goals accounted for the remaining 30%. Specific 2009 cash incentive targets, performance goals and weightings established by the Compensation Committee to measure and reward the performance of these executive officers were as follows:

2009 Cash Incentive Targets

		Target Level			% of Base Salary			% of Total Potential Cash Compensation
Frank H. Laukien		$	550,000			173	%		63	%
William J. Knight		$	140,000			49	%		33	%
Brian P. Monahan		$	100,000			56	%		36	%




Quantitative Goals:
(70% of Target Bonus Potential)

Fiscal 2009 Company Performance Goal		Weighting			2009 Performance			% of Target
•       $1,028 Million Currency-Adjusted Revenue Target			15	%	$	1,093			106	%
•       1.3% Operating Margin Improvement			25	%		1.7	%		127	%
•       $0.46 Earnings Per Share, excluding acquisition charges			10	%	$	0.49			107	%
•       6% Reduction of Working Capital Ratio			20	%		(2.0	)%		—

Individual Qualitative Goals:
(30% of Target Bonus Potential)

		2009 Individual Goals		Weighting
Frank H. Laukien		•       Mission Statement & Strategic Initiatives			10	%
		•       Organizational Development			10	%
		•       Acquisitions and Cost Reduction			10	%
William J. Knight		•       Investor Relations			10	%
		•       Currency Hedging			10	%
		•       Financial Reporting			10	%
Brian P. Monahan		•       Accounting Policies			10	%
		•       Bruker Daltonics Order Bookings			10	%
		•       Reduction of Bruker Daltonics Tax Rate			10	%

        Based on our financial results for 2009, the Company exceeded three of the four quantitative goals, including goals relating to revenue, operating margin improvement and earnings per share. As shown in the tables above under the heading "Quantitative Goals," these three goals together represented 50% of each executive officer's cash incentive bonus potential. However, there was no improvement in the Company's working capital ratio, which accounted for 20% of each executive officer's cash incentive bonus potential. The Compensation Committee determined that the portion of bonus targets linked to the quantitative goals that were exceeded would be included in bonus awards at levels commensurate to our performance relative to each of those goals, but that no payment would be included for the working capital reduction goal that was not achieved at the threshold level. The Compensation Committee approved awards totaling 84% of cash incentive targets linked to quantitative goals to each of Dr. Frank Laukien, Mr. Knight and Mr. Monahan for relative achievement of the combined Company-wide quantitative financial performance goals in 2009. Total cash incentive bonus payments to our executive officers for 2009 also included amounts awarded for achievement of individual qualitative goals. The individual elements and total cash incentive bonuses awarded to each of our named executive officers for 2009 are described more fully below in this Compensation Discussion and Analysis.

        The 2009 bonus plan approved by the Compensation Committee for Dr. Dirk Laukien, who served as an executive officer of the Company until November 2009, was linked to performance of the Company's Bruker Optics and Bruker BioSpin operating segments as he had significant management responsibilities for these segments. His bonus target was set at $200,000, equal to 67% of his 2009 base salary, allocated 40% to Bruker BioSpin quantitative goals and 60% to Bruker Optics quantitative goals. Financial metrics for each of the operating segments included revenue targets, operating ratios, gross margin and working capital ratios. Additionally, the Compensation Committee established specific project-based performance goals for which Dirk Laukien could receive an additional $30,000 bonus






incentive award. The Compensation Committee has not yet determined the amount of cash incentive bonus to be awarded to Dirk Laukien for the year ended December 31, 2009.leadership.

        Long-Term Incentives.    Equity incentive compensation in the form of stock options and restricted stock is designed to provide long-term incentives to executive officers and other employees, to encourage the executive officers and other employees to remain with us and to enable recipients to develop and maintain a long-term stock ownership position in the common stock, which in turn motivates the recipient to focus on long-term enhancement in stockholder value. Our Amended and Restated 2000 Stock Option Plan, which expired in February 2010, historically has been the vehicle for the granting of stock options and restricted stock. If approved by shareholders at the 2010 Annual Meeting, theThe Company's 2010 Incentive Compensation Plan will beis the vehicle used for future grants of stock options and restricted stock to our executive officers and other employees. Company management evaluates the efficacy of our long-term incentive compensation on an ongoing basis, and may from time to time provide input and recommendations to the Compensation Committee with regard to the optimal form and extent of equity incentives to be granted to employees, including the executive officers.

        While generally granted on an annual basis, all optionsStock option and restricted stock grants are discretionary and may be granted by the Compensation Committee at any time. Our company hasHistorically, we have not adopted performance-vesting,awarded equity incentive compensation with performance-based vesting, meaning that individual vesting is not based upon the achievement of any specific goals or objectives. The Compensation Committee does, however, consider the individual and Company's performance in determining the total and individual equity awards. The Compensation Committee has determined that equity compensation awards to executives and all other employees should be based upon the economic value of the grant award and should be considered part of the overall compensation package in determining award levels. In making specific grants to executives, the Compensation Committee evaluates each executive officer's total equity compensation package. The Compensation Committee generally reviews the option and restricted stock holdings of each of the executive officers as well, including vesting and exercise price and the then current value of such options or restricted stock. We consider long-term equity compensation to be an integral part of a competitive executive compensation package as both a way to reinforce the individual's commitment to the Company and an important mechanism to align the interests of management with those of our stockholders. Annual grants are generally made in the first or second quarter




Mix of each year. In 2009, the Company awarded stock options to certain of its employees and executive officers as long-term incentive compensation.

Chief Executive Officer 2009 Compensation

        In accordance with our pay-for-performance philosophy, and to align the interests of the Chief Executive Officer with our shareholders, over 50% of the Chief Executive Officer'sshort-term cash incentive compensation is at risk through short-term and long-term incentive programs. This at-risk component includes the annual cash and long-term equity incentive awards which are withinintended to be a significant portion of overall compensation, with this at-risk component increasing as a percentage of overall compensation potential as the discretionofficer's responsibility increases. For example, in 2012 over 50% of our Chief Executive Officer's total potential cash compensation was at risk through his short-term cash incentive program. Additionally, recognizing the importance of providing further incentives directly linked to the performance of our common stock, the Compensation Committee in August 2012 awarded Dr. Laukien, our Chief Executive Officer and Mr. Wagner, our Chief Financial Officer, restricted stock grants valued at the time of the Compensation Committee.respective award at over 100% of the executive officer's total target cash compensation, subject in each case to time-based vesting and continued employment.

        AnnualFiscal 2012 Base Salary.Salaries

        Dr. Frank Laukien's base salary, which is subject to annual review and increaseBase salaries of our executive officers are reviewed annually by the Compensation Committee was $318,750and may be adjusted to reflect competitive conditions, changes in responsibilities or individual performance. For fiscal 2012, the Compensation Committee approved a 2.5% salary increase for the year ended December 31, 2009. The 25% salary decrease from the 2008 leveleach of $425,000 reflects a temporary voluntary salary reduction that Dr. Laukien acceptedand Mr. Knight, the two named executive officers who had served as partexecutive officers of the Company in 2011. Accordingly, Dr. Laukien's base salary increased to $444,338 from $433,500 and Mr. Knight's base salary increased to $371,153 from $362,100. As further described under the heading "2012 Executive Compensation Program" in this CD&A, the Compensation Committee approved an annual base salary of $475,000 for Mr. Wagner, who joined the Company in July 2012 and replaced Mr. Knight as our cost reduction initiatives.Chief Financial Officer.

        The 2012 base salaries approved for Dr. Munch, Dr. Prause and Mr. Westermann were: $330,000 for Dr. Munch; €183,700 (equivalent to $236,220) for Dr. Prause; and €173,915 (equivalent to $223,637) for Mr. Westermann. In August 2012, in connection with Dr. Munch's promotion to group President of the Bruker MAT Group and in recognition of his increased responsibilities in that role, the Compensation Committee approved a 15% increase in Dr. Munch's base salary, to $380,000, which became effective upon approval.

Cash Incentive Plans and Review of Fiscal 2012 Performance

        Under the methodology adopted by the Compensation Committee for years beginning with 2010, the payments for cash incentive bonuses linked to the achievement of pre-established quantitative performance goals are calculated based on percentage achievement of the quantitative target goal, with no threshold or maximum. In cases where an individual quantitative goal improvement metric is less than 1%, the payout for achievement of that goal is 100% up to a full 1.0% improvement, and pro-rata for achievement in excess of 1.0%. If the less than 1% goal is not achieved, then for each 0.1% shortfall the payment is reduced by 10%. For 2010,example, for a goal of 0.5% improvement in operating margin, achievement of a 0.8% improvement would result in a 100% payment of the target with respect to that goal, achievement of a 1.1% improvement would result in a 110% payment of the target with respect to that goal and achievement of a 0.4% improvement would result in a 90% payment of the target with respect to that goal. Payments for qualitative goals are made in a range of 50% to 100%, with 50% of the target amount payable if the Compensation Committee determines that a qualitative goal was partially achieved, 75% of the target amount payable if the Compensation Committee determines that a qualitative goal was substantially achieved and 100% of the target amount payable if the Compensation Committee determines that a qualitative goal was fully achieved. For example, if an executive officer achieves 30% of a quantitative performance goal then the 2012 cash incentive bonus will include an amount equal to 30% of the target amount allocated to that goal. If the Compensation Committee determines that the executive officer has made substantial progress toward achieving a qualitative performance goal, the cash incentive bonus payment will include an amount equal to 75% of




the target amount allocated to that goal. In order to provide additional motivation to the executive officers, and to reward outstanding corporate performance, the Compensation Committee has restorednot set a maximum amount that can be earned in the event that the executive officers exceed their quantitative goals in the performance-based incentive plans. Bonus awards linked to individual qualitative goals, however, are to be limited to 100% of the target bonus amount allocated to each of those goals. The Compensation Committee may, in its discretion, award cash incentive bonuses above the target level in the event it determines that an executive officer has delivered exceptional performance. The 2012 cash incentive plans approved for named executive officers newly elected in March 2012, including Dr. Laukien'sMunch, Dr. Prause and Mr. Westermann, were based in part on legacy plans of various operating subsidiaries of the Company and differ in some respects from the description above. Following the 2012 transition year, we expect to harmonize these plans for all executive officers, other than Dr. Munch, so that the incentive compensation plans of our executive officers operate under a common set of quantitative performance goals and calculation methodologies.

2012 Cash Incentive Plans

        Based upon its consideration of reference group bonus information and other market reference sources, the Compensation Committee determined that the target bonus levels initially established in 2010 for Dr. Laukien and Mr. Knight continued to be within a reasonable and competitive range relative to their responsibilities. As a result, the target bonus levels of these executive officers were not changed for 2012. As further described above under the heading "2012 Executive Compensation Program" in this CD&A, the Compensation Committee approved an annualized target bonus level of $500,000 for Mr. Wagner, who replaced Mr. Knight as our Chief Financial Officer in July 2012.

        Additionally, the Compensation Committee reviewed the 2012 cash incentive plans of Dr. Munch, Dr. Prause and Mr. Westermann upon their election as executive officers in March 2012, and determined that the target bonus levels of these executive officers, ranging from $189,000 to $203,000, was appropriate in light of each of the individual executive officer's particular management responsibilities and overall compensation package.

        Management and the Compensation Committee believe the 2012 cash incentive plans established for our executive officers, including each of our named executive officers, were appropriately designed to provide meaningful performance incentives, relative to both fixed cash compensation in the form of salary and overall potential cash compensation, consistent with the Company's strategic goals and objectives and each individual executive officer's responsibilities. The following table summarizes the 2012 target bonus levels approved for each of our named executive officers and the relationship of performance-based cash compensation at target levels to base salary to $425,000. Consistent with our pay-for-performance philosophy,and total potential cash compensation.




2012 Cash Incentive Targets

		Target Level			% of Base Salary at Target Achievement			% of Total Potential Cash Compensation at Target Achievement
Frank H. Laukien		$	550,000			124	%		55	%
Charles F. Wagner, Jr.(1)		$	500,000			105	%		51	%
William J. Knight(1)		$	150,000			40	%		29	%
Mark R. Munch(2)		$	198,000			52	%		34	%
Burkhard Prause(3)		$	203,000			86	%		46	%
Stephan Westermann(3)		$	189,000			85	%		46	%

---

(1)

Based on annualized salary and cash incentive targets established for Mr. Knight and Mr. Wagner for service as Chief Financial Officer. For 2012, Mr. Wagner's minimum bonus level was set at $200,000.



(2)

Percentages based on salary of $380,000 effective as of August 2012. Reflecting Dr. Laukien'sMunch's initial 2012 base salary remains belowlevel of $330,000, the medianpercentage of base salary at target achievement was 60% and the percentage of total potential cash compensation at target achievement was 38%.



(3)

Amounts in the table represent the U.S. dollar equivalent value of Dr. Prause's and Mr. Westermann's base salary (€183,700 and €173,915, respectively), based on the 2012 average midpoint of €1.0 =$1.2859 dollars.

        Specific quantitative and qualitative performance goals and the weightings established by the Compensation Committee to measure and reward our named executive officers' performance in 2012, and the performance achieved relative to these goals, are described below.

Frank H. Laukien, Chairman, President and Chief Executive OfficersOfficer

2012 Quantitative Goals:
(70% of the defined peer group and represents less than half of his potential total cash compensation.Target Bonus Potential)

2012 Company Performance Goals		Weighting			2012 Performance			% of Target Bonus Potential Earned
• $174.7 Million Currency-Adjusted Revenue Growth Target			20	%	$	174.0			100	%
• 0.8% Adjusted Gross Margin Improvement			10	%		0.6	%		75	%
• 1.6% Adjusted Operating Margin Improvement			10	%		0.3	%		18	%
• $0.12 Increase in Earnings Per Share, excluding acquisition charges			10	%	$	0.01			8	%
• $0.03 Reduction in Working Capital Ratio			20	%	$	0.02 Reduction			67	%
Total			70	%					43	%




        Annual Cash Incentive Award.        Based on our financial results for 2012, the Company substantially achieved its currency-adjusted revenue goal, which represented 20% of Dr. Laukien's total cash incentive bonus potential, but did not fully meet or exceed any of the remaining four quantitative goals, including the goals relating to adjusted gross profit margin improvement, adjusted operating margin improvement, adjusted earnings per share and working capital improvement. Although below targeted levels, the Company did achieve 75% and 67% of the targeted improvement in the Company's adjusted gross margin and working capital ratio, respectively, which together accounted for 30% of Dr. Laukien's cash incentive bonus potential. However, primarily as a result of increased operating costs, only 18% of the targeted improvement in the Company's adjusted operating margin was realized. Additionally, the $0.01 increase in adjusted earnings per share fell significantly below the targeted $0.12 improvement. The Compensation Committee setconsidered these mixed results and determined that the portion of bonus targets linked to the quantitative goals would be included in Dr. Laukien's 2009 target bonus award at $550,000. As described above,levels commensurate to our performance relative to each of those goals. Accordingly, the Compensation Committee approved an award to Dr. Laukien was awarded 84%totaling 62% of the 70% of his target bonus attributablecash incentive targets linked to quantitative goals, or $321,548,$238,598, for 2009 performance. In determiningrelative achievement of the amountcombined Company-wide quantitative financial performance goals in 2012. This represents 43% of Dr. Laukien's total 2012 target bonus award for 2009, the Compensation Committee also evaluatedpotential. Dr. Laukien's performance against histotal cash incentive bonus potential also included the following individual qualitative goals, which represented goals.

2012 Individual Qualitative Goals:
(30% of his target bonus potential.Target Bonus Potential)

2012 Individual Qualitative Goals		Weighting			2012 Performance		% of Target Bonus Potential Earned
• Improvement in performance of Bruker CAM division			10	%	Not achieved			0	%
• Organizational development initiatives			5	%	Fully achieved			5	%
• Strategic operational initiatives			15	%	Substantially Achieved			11.25	%
Total			30	%				16.25	%

        The Compensation Committee considered Dr. Laukien's achievements in meeting his organizational development goals related to certain divisional management functions and acquisition-related and cost reduction goals, including his success in integrating conceptsthe development of profitable growth and shareholder value into our corporate culture, identifying several strategic acquisition opportunities and drivingcertain key cost reduction initiatives,senior managers and determined that, as the goals had been fully achieved, Dr. Laukien should be awarded 100% of his target bonus linked to these goals. The Compensation Committee also considered progress made with respect to development of various strategic operational initiatives, including strengthening the compliance structure and implementation of improved product development processes, and determined that Dr. Laukien should be awarded 50%75% of the target bonus associated with that goal.each of those goals based on substantial achievement. However, no award was made with respect to the goal relating to the Bruker CAM division as a result of the division's continued deterioration in performance in 2012. In recognition of his performance relative to these individual qualitative performance goals, the Compensation Committee awarded Dr. Laukien, in aggregate, 83%54% of the portion of his target cash incentive bonus attributable to qualitative goals, or $137,500. For 2009, including both$89,375.

        Based on Dr. Laukien's performance relative to his combined 2012 quantitative and qualitative factors,goals, Dr. Laukien was awardedearned a total cash incentive bonus of $459,048,$327,973, equal to approximately 84%60% of his total cash incentive target. However, in light of the internal investigation and ongoing compliance review relating to certain of the Company's subsidiaries operating in China, Dr. Laukien recommended to the Compensation Committee, and the Compensation Committee accepted, a voluntary reduction of $125,000 in his 2012 cash bonus award. Accordingly, Dr. Laukien received a total cash incentive bonus for 2012 of $202,973, representing 37% of his total target cash incentive bonus.bonus potential.




Charles F. Wagner, Jr., Executive Vice President and Chief Financial Officer

        Long-Term Incentives.    During 2009,        In June 2012, in connection with Mr. Wagner's employment as Chief Financial Officer, the Compensation Committee did not award optionsapproved a 2012 cash incentive plan for Mr. Wagner that included the same relative mix of quantitative and qualitative goals established for Dr. Laukien, as well as the same set of quantitative goals. Accordingly, as with Dr. Laukien, the Compensation Committee determined that Mr. Wagner had earned 43% of his pro-rated target bonus linked to these quantitative goals, or restricted stock$108,454.

        Mr. Wagner's total cash incentive bonus also included amounts awarded for performance relative to Dr. Laukien.the following individual qualitative goals.

Other Named Executive Officer 20092012 Individual Qualitative Goals:
(30% of Target Bonus Potential)

2012 Individual Qualitative Goals		Weighting			2012 Performance			% of Target Bonus Potential Earned
• Implementation of various initiatives relating to compliance matters			10	%		Fully achieved			10	%
• Development of finance organization			10	%		Fully achieved			10	%
• Financial systems initiatives			10	%		Fully achieved			10	%
Total			30	%					30	%

        The Compensation Committee considered Mr. Wagner's achievements in meeting his individual qualitative goals relating to compliance matters, development of the finance organization and progress toward introduction of enhanced financial systems and determined that, as the goals had been fully achieved, Mr. Wagner should be awarded 100% of his pro-rated target bonus linked to these goals, or $75,000.

        In December 2008, as partFor 2012, Mr. Wagner was entitled to receive a minimum of our cost-reduction initiatives$200,000, equal to 80% of his pro-rated target bonus level. Based on Mr. Wagner's performance relative to his combined 2012 quantitative and to help us better manage our employee-related costs in the challenging global economic environment, certainqualitative goals, Mr. Wagner earned a total cash incentive bonus of our executive officers accepted temporary salary reductions, which were effective$183,454. Accordingly, Mr. Wagner received a total cash incentive bonus for our 2009 fiscal year.2012 of $200,000.

William J. Knight, Former Chief Financial Officer and Chief Operating Officer

        In March 2012, the Compensation Committee approved a 2012 cash incentive plan for Mr. Knight, then serving as Chief Financial Officer, which included the same relative mix of quantitative and qualitative goals established for Dr. Laukien, as well as the same set of quantitative goals. Mr. Knight ceased to serve as Chief Financial Officer in June 2012, and at that time assumed the position of President of Bruker Detection Corporation, a wholly-owned subsidiary of the Company. In this capacity, he is no longer serving as an executive officer of the Company.

        In connection with his departure from the Chief Financial Officer position, Mr. Knight's cash incentive plan established in March 2012 was terminated and the Compensation Committee approved the following arrangements: a total CFO severance payment of $185,576, payable in three installments during the period commencing in July 2012 and ending in June 2014, subject to certain limitations relating to continued employment; annual cash compensation consisting of a base salary of $225,000 and an annual target bonus of $75,000, in each case subject to proration for 2009 was $288,000, reflecting2012; and a voluntary 10% temporary salary reduction frompayment of $75,000 during July 2012, representing 50% of the 2008 base salary level of $320,000.target cash incentive bonus payable under the 2012 incentive plan established in March 2012 in connection with Mr. Knight's base salaries for 2009, 2008 and 2007 were set at levels below the median salaries ofservice as Chief Financial Officers of our peer groupOfficer. Under these arrangements, in orderaddition to place greater emphasis on performance-based incentive compensation. In November 2009salary, Mr. Knight was namedreceived a 2012 cash incentive award of $111,087, including $75,000 attributable to his service as Chief OperatingFinancial Officer and $36,087




attributable to be effective February 1, 2010. In recognitionhis performance as President of Bruker Detection Corporation, as well as $92,788 relating to the appointment,CFO severance payment.

Mark R. Munch, President, Bruker Nano, Inc. and Bruker MAT Group

        Upon Dr. Munch's election as an executive officer in March 2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved the following incentive compensation plan for Dr. Munch linked to the performance of the Bruker Nano Surfaces operating division. Under Dr. Munch's 2012 incentive plan, an initial eligible bonus pool amount was determined by multiplying Dr. Munch's target bonus of $198,000 by a salary increase for Mr. Knight to $355,000 and an award of options to purchase 50,000 shares of our common stock. For 2010, Mr. Knight's base salary will remain at the current level of $355,000.

        Mr. Knight's 2009 bonus target was set at $140,000,percentage equal to his 2008the percentage achievement of the Company's Bruker Nano Surfaces division relative to an adjusted operating income target of $46.8 million, equal to 5% growth relative to 2011, capped at 200% of the target bonus target. In maintaining Mr. Knight's 2009amount, or $396,000. Based on 2012 operating results, 90% of the targeted adjusted operating income was achieved, resulting in a total eligible bonus pool of $178,115. Amounts earned with respect to each of Dr. Munch's quantitative goals, other than the threshold goal related to adjusted operating income improvement, are calculated based on percentage achievement of the target atamount multiplied by the 2008 level,product of the applicable target weighting and the amount of the total eligible bonus pool.

2012 Quantitative Goals:
(70% of Target Bonus Potential)

2012 Bruker Nano Surfaces (BNS) Performance Goals		Weighting			2012 Performance		% of Target Bonus Potential Earned
• 5% BNS Currency-Adjusted Revenue Growth to $187.1 million			35	%	$184.1 million Revenue			98	%
• 1.0% Adjusted Gross Margin Improvement to 55.3%			15	%	54.2% Gross Profit Margin			99	%
• $0.016 Reduction in BNS Working Capital Ratio to $0.273			20	%	$0.30 Working Capital Ratio			91	%
Total			70	%				61	%

        Based on performance of the Bruker Nano Surfaces division in 2012, the Compensation Committee considered that for 2008 Mr. Knight had received a 65% increase inapproved an award to Dr. Munch totaling 87% of his potential cash incentive target in orderamount linked to bring hisquantitative goals (96% of the portion of the eligible bonus pool attributable to quantitative goals), or $120,076. Additionally, Dr. Munch's total cash compensation closer to the median cash compensation of Chief Financial Officers in the peer group. In approving Mr. Knight's recommended bonus award for 2009 of $132,349, equal to 95% of his total target cash incentive bonus also included amounts awarded for achievement of individual qualitative goals relating to organizational and product development initiatives, representing 30% of target bonus potential. After consideration of Dr. Munch's performance relative to these goals, the Compensation Committee considered his performance against his individual qualitativedetermined that Dr. Munch had fully or substantially achieved each of these goals, as well as performance against the quantitative company-wide financial performance goals, as described above. In addition to $81,849 awarded for the 70% portion of his total bonus target linked to the quantitative financial performance goals described above, Mr. Knight'sresulting in a bonus award included $50,500, equal to 120%82% of the portion of his target cash incentive bonus linkedpotential attributable to individual qualitative performance goals. The individual qualitative component was recommended to recognize performance that met target expectations in the areas of investor relations and financial reporting and substantially exceeded the target with respect to more effective hedging of foreign currency exposure.




        In November 2009, Mr. Knight was granted options to purchase 50,000 shares of our common stock under the Amended and Restated 2000 Stock Option Plan. The options granted to Mr. Knight in 2009 vest annually over five years, with twenty percent vesting each year on the anniversarygoals (92% of the grant.portion of the eligible bonus pool attributable to qualitative goals), or $48,999. Based on Dr. Munch's performance relative to his combined 2012 quantitative and qualitative goals, Dr. Munch received a total cash incentive bonus of $169,075, equal to 85% of his total cash incentive target amount.

Brian P. Monahan, Chief Financial OfficerBurkhard Prause, President, Bruker Energy & Supercon Technologies, Inc. ("BEST")

        Mr. Monahan's base salary for 2009 was $180,000, reflecting a 10% temporary salary reduction from the 2008 base salary level of $200,000. Mr. Monahan's base salaries for 2009, 2008 and 2007 were set at levels below the median salary of controllers within our peer group in order to place greater emphasis on performance-based incentive compensation. Mr. Monahan was named Vice President of Finance and promoted to Chief Accounting OfficerUpon Dr. Prause's election as an executive officer in March 2009. In November 2009, Mr. Monahan was named Chief Financial Officer, to be effective February 1, 2010. In recognition of the appointment and the significant increase in Mr. Monahan's responsibilities as a result of the promotions,2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved a salary increasethe following incentive compensation plan goals for Mr. MonahanDr. Prause. Under Dr. Prause's 2012 incentive plan, awards for quantitative goals are calculated based on percentage achievement of targets, with no floor or ceiling.




2012 Quantitative Goals:
(95% of Target Bonus Potential)

2012 BEST Performance Goals		Weighting			2012 Performance			% of Target Bonus Potential Earned
• Bruker EAS €71.9 Million Revenue Target			20	%	€	66.4 Million			92	%
• Bruker EAS Gross Margin of 18.4%			15	%		20.6	%		112	%
• BEST $136.0 Million Revenue Target			30	%	$	136.2 Million			100	%
• BEST Gross Margin of 21.8%			30	%		31.4	%		144	%
Total			95	%					109	%

        Based on the strong performance of BEST in 2012, particularly with respect to $275,000 andimprovements in gross margins, the Compensation Committee approved an award to Dr. Prause of options to purchase 100,000 shares€169,417, or approximately $229,560 based on a conversion rate of our common stock. The options to purchase 100,000 shares€1.00=$1.3550, the midpoint rate as of the Company's common stock granted to Mr. Monahan in November 2009 vest annually over five years, with twenty percent vesting each year on the anniversarydate of determination of the grant. For 2010, Mr. Monahan's base salary will remain at the current levelaward amount, representing 114% of $275,000.

        Mr. Monahan'scash incentive targets linked to quantitative goals. Additionally, Dr. Prause's total cash incentive bonus also included amounts awarded for achievement of individual qualitative goals relating to production improvement initiatives, representing 5% of target for 2009 was set at $100,000, a 67% increase over his 2008 bonus targetpotential. After consideration of $60,000. In recommending the increase in Mr. Monahan's bonus target levels for 2009, the Chief Executive Officer reviewed salaries and bonuses paidDr. Prause's performance relative to executives in our peer group as well as to employees in comparable positions at our U.S. subsidiaries and affiliates. Based on that review, the Chief Executive Officer andthese goals, the Compensation Committee determined that Mr. Monahan's aggregate cash compensation potential remained below the peer group median and that it should be increased toDr. Prause had partially achieved these goals, resulting in a level more comparable to the median of the comparison group, with greater emphasis placed on the at-risk component.

        In approving Mr. Monahan's recommended bonus award for 2009 of $168,818,€3,904, or approximately $5,289, equal to 169% of his total target cash incentive bonus, the Compensation Committee considered his performance against his individual qualitative goals as well as performance against the quantitative company-wide financial performance goals. In addition to $58,463 awarded for the 70% portion of his total bonus target linked to the quantitative financial performance goals described above, Mr. Monahan's bonus award included $110,354, equal to 368%50% of the portion of his target cash incentive bonus linkedattributable to individual qualitative goals. Based on Dr. Prause's performance goals. The individual component was recommendedrelative to recognize success in achieving both an increase in new order bookings at Bruker Daltonicshis combined 2012 quantitative and qualitative goals, Dr. Prause received a total cash incentive bonus of €173,321, or approximately $234,850, equal to 111% of his total cash incentive target. In 2012, Dr. Prause also received a discretionary bonus in the Americas that exceeded the business plan goal by over 50% and a reductionamount of €81,250, or approximately $104,479, in the Bruker Daltonics tax rate to below 30%. In addition to significantly exceeding expectations for these goals, Mr. Monahan also metrecognition of his performance goal relatingextraordinary contributions leading to the developmentreceipt of accounting policies.a significant licensing contract.

Dirk D. LaukienStephan Westermann, Executive Vice President–Order Execution, Production & Logistics of Bruker Scientific Instruments ("BSI") and Executive Vice President–Operations of Bruker BioSpin Group ("Bruker BioSpin")

        Dr. Dirk Laukien's base salaryUpon Mr. Westermann's election as an executive officer in March 2012, the Compensation Committee, at the recommendation of the Chief Executive Officer, reviewed and approved the following incentive compensation plan goals for 2009Mr. Westermann. Under Mr. Westermann's 2012 incentive plan, awards for quantitative goals are calculated based on percentage achievement of targets, with no floor or ceiling.

2012 Quantitative Goals:
(75% of Target Bonus Potential)

2012 Performance Goals		Weighting			2012 Performance			% of Target Bonus Potential Earned
• $589.4 Million BSI Revenue			16.7	%	$	573.1 Million			97	%
• Bruker BioSpin Gross Profit of $282.4 Million			16.7	%	$	261.2 Million			92	%
• Bruker BioSpin Net Income of $86.5 Million			16.6	%	$	71.5 Million			83	%
• 47.9% Bruker BioSpin Gross Profit Margin			25.0	%		45.6	%		0
Total			75	%					46	%

        Based on the performance of the BSI Segment and the Bruker BioSpin Group in 2012, including achievement of a substantial portion of targeted growth in revenues and gross profits, offset partially by a deterioration in Bruker BioSpin's gross profit margins, the Compensation Committee approved an award to Mr. Westermann of €66,542, or approximately $90,164 based on a conversion rate of €1.00=$1.3550, the midpoint rate as of the date of determination of the award amount. This represents 61% of the portion of Mr. Westermann's total cash incentive bonus potential linked to quantitative




goals. Additionally, Mr. Westermann's total cash incentive bonus included amounts awarded for achievement of individual qualitative goals relating to process and production improvement initiatives, as well as cost reduction initiatives, representing in the aggregate 25% of target bonus potential. After consideration of Mr. Westermann's performance relative to these goals, the Compensation Committee determined that Mr. Westermann had fully or substantially achieved these goals, with the exception of the goal related to cost reduction initiatives, which was $300,000,not achieved. As a result, Mr. Westermann was granted a bonus award of €29,000, or approximately $39,295, equal to 80% of the portion of his 2008 base salary.target cash incentive bonus attributable to qualitative goals. Based on Mr. Westermann's performance relative to his combined 2012 quantitative and qualitative goals, Mr. Westermann received a total cash incentive bonus of €95,542, or approximately $129,459, equal to 66% of his total cash incentive target.

2012 Long-Term Incentive Awards

        In August 2012, upon consideration of a variety of factors, including the individual responsibilities of each of our executive officers, our stock price, competitive market practices and outstanding equity awards held by our executive officers, the Compensation Committee approved long-term incentive awards to certain of our executive officers, including awards of 100,000 shares of restricted stock to Dr. Dirk Laukien'sLaukien and 88,028 shares of restricted stock to Mr. Wagner, in each case valued at approximately $1,000,000 on the date the award was granted. Additionally, in August 2012 Dr. Prause was awarded options to purchase 55,000 shares of our common stock and Mr. Wagner was awarded options to purchase 5,000 shares of our common stock in connection with his service as a director of Bruker Energy & Supercon Technologies, Inc. In March 2012, the Compensation Committee also awarded Mr. Knell options to purchase 35,000 shares of our common stock. All such awards are subject to time-based vesting.

2013 Compensation Determinations

        For fiscal 2013, the Compensation Committee approved a 23.8% salary increase, to $550,000 from $444,338, for our Chief Executive Officer. The Compensation Committee considered this adjustment appropriate in recognition of the Company's growth and increasing complexity, as well as the Compensation Committee's understanding of competitive market levels for executives with similar experience and responsibilities. Salaries approved by the Compensation Committee for each of our named executive officers for 2013 are as follows:

		2012 Base Salary			2013 Base Salary			Percentage Increase
Frank H. Laukien		$	444,338		$	550,000			23.8	%
Charles F. Wagner, Jr.		$	475,000		$	491,000			3.4	%
Mark R. Munch		$	380,000		$	380,000			0.0	%
Burkhard Prause		€	183,700		€	190,000			3.3	%
Stephan Westermann		€	168,000		€	208,000			23.8	%
William J. Knight		$	225,000		$	225,000			0.0	%

        Mr. Westermann's salary increase reflects a shift in his compensation mix for 2013 toward a greater emphasis on salary relative to incentive-based elements, consistent with other executive officers in similar positions of responsibility. 2013 base salaries for 2009, 2008Mr. Knight and 2007 were below median salaries of executive officers with similar responsibilities within our peer group. Dr. Dirk Laukien resigned from his management positions withMunch are unchanged as the Company in November 2009 and is no longer an executive officer of the Company. He is currently employed by the Company on a part-time basis as Senior Scientific Fellow.

        Dr. Dirk Laukien's 2009 bonus target was set at $230,000, with a sliding scale of payout potential based on performance relative to the approved quantitative goals. The Compensation Committee has






not yet determined the amount of cash incentive bonus to be awarded to Dirk Laukienhad reviewed and approved salaries for the year ended December 31, 2009.

Mr. Knight in June 2012 and Dr. Dirk Laukien was not granted long-term equity incentive compensationMunch in 2009.

2010 Cash Incentive Targets

        The Company believes that revenue growthJuly 2012 and enhanced operating efficiency are critical to our success and will be key drivers of delivering value to our shareholders. The Compensation Committee has determined that the quantitative incentive targets set forth below,levels established at that time continued to be effectiveappropriate for 2010 through 2012, provide balanced incentives and are an appropriate mix of targets for measuring our executive officers' contributions to achieving the Company's performance goals. Performance of our executive officers will be measured against our business plan goals for these key metrics. Quantitative factors will continue to provide 70% of total cash incentive compensation potential with the remaining 30% allocated to individual qualitative factors.2013.

2010 – 2012 Incentive Performance Targets
Quantitative Performance Goal			Weighting
Revenue Growth (currency-adjusted)				15	%
Gross Margin Improvement				10	%
Operating Margin Improvement				15	%
Net Income/EPS Improvement				10	%
Working Capital Ratio Reduction				20	%
	Total Quantitative Goal Weighting:			70	%
	Qualitative Goal Weighting:			30	%

        The Compensation Committee has also approved the following target bonus levels and qualitative factors to be evaluated, in conjunction with the quantitative targets described above, to determine our executive officers' cash incentive bonus compensation for 2010.

2010 Cash Incentive Targets
		Target Level			% of Base Salary			% of Total Potential Cash Compensation
Frank H. Laukien		$	550,000			129	%		56	%
William J. Knight		$	150,000			42	%		30	%
Brian P. Monahan		$	125,000			45	%		31	%




2010 Individual Qualitative Goals:
		2010 Individual Qualitative Goals
Frank H. Laukien		•       Organizational development
		•       Strategic operational and financing initiatives
William J. Knight		•       Organizational development
		•       Strategic information technology and operational initiatives
Brian P. Monahan		•       Organizational development
		•       Strategic accounting and finance initiatives

Executive Benefits

        In 2009,2012, our named executive officers were eligible for the same level and offering of benefits made available to other employees, including the Company's 401(k) plan and welfare benefit programs.




We generally do not provide additional perquisites to our executive officers. However, Dr. Munch is provided an automobile allowance based on the nature of his responsibilities and Dr. Prause is provided a leased vehicle in accordance with local custom.

Employment Contracts, Termination of Employment and Change in Control Arrangements

        AlthoughOn June 5, 2012, the Company does not currently have an employmententered into a letter agreement with anyMr. Wagner which sets forth certain terms of its executive officers, it did issue a letter offeringMr. Wagner's employment to William J. Knight, who now serves as ourExecutive Vice President and Chief Operating Officer.Financial Officer of the Company. Under the terms of the offer letter agreement, Mr. Wagner's target cash compensation will include the following elements: (i) an annual base salary of $475,000; (ii) a 2012 cash incentive bonus plan target of $500,000; and (iii) other cash compensation, including benefits, of $25,000, in each case subject to proration. The letter agreement further provides that Mr. Wagner will receive an annual equity award with a value of $1,000,000 pursuant to the Company's 2010 Incentive Compensation Plan. Upon approval of the Compensation Committee, the first such equity award was granted in the form of 88,028 shares of restricted common stock in August 2012. The restricted stock is subject to time-based vesting. During the term of his employment, Mr. Wagner will be eligible to participate in all customary employee benefit plans or programs of the Company generally available to the Company's employees and/or executive officers.

        Additionally, the letter agreement provides that Mr. Wagner's employment with the Company is at will and may be terminated by either Mr. Wagner or the Company at any time with or without notice and for any or no reason or cause. Mr. Wagner will be entitled to a lump sum severance payment equal to six months of his then current base salary under certain conditions, including (i) in the event there is a change in the voting control of the Company and his employment is terminated, voluntarily or involuntarily, within six months after such change of control or (ii) in the event Mr. Wagner's employment is terminated at any time without cause. Under the terms of the letter agreement, Mr. Wagner may not agree to work for any company that designs, makes or sells non-clinical magnetic resonance instrumentation or mass spectrometry instrumentation for a period of six months following resignation or termination of his employment by the Company.

        In connection with Mr. Knight's departure from the role of Chief Financial Officer and assumption of responsibilities as Executive Vice President, President of Bruker Detection Corporation and US General Manager of the Company's Bruker Detection division, we entered into a letter agreement with Mr. Knight on June 5, 2012 regarding the term of his continued employment for a period not to exceed three years. Pursuant to the letter agreement, Mr. Knight is entitled to receive the following compensation: (i) a continuationtotal CFO severance payment of $185,576 in three installments during the period commencing in July 2012 and ending in June 2014, subject to certain limitations relating to continued employment; (ii) annual cash compensation consisting of a base salary of $225,000 and benefitsan annual target bonus of $75,000, in each case subject to proration for 2012; and (iii) a periodpayment of three months$75,000 during July 2012, representing 50% of the target cash incentive bonus payable under the 2012 incentive plan previously established for Mr. Knight in the eventconnection with his service as Chief Financial Officer. The letter agreement also provides that no additional equity incentive grants will be awarded to Mr. Knight upon assumption of his new responsibilities. Mr. Knight's employment is at will and may be terminated within twelve months of a sale of all or substantially all of our business to a third party. The offer letter also provides for anticipated annual grants of options to purchase 50,000 shares of our common stock, subject to the approval of the Compensation Committee.

        The Company has agreed to provide severance payments to each ofby either Mr. Knight or the Company at any time with or without notice and Mr. Monahan equal to six months' salary in the event of termination of employment withoutfor any or no reason or cause.

        Under the terms of the awards of options and restricted common stock granted under the Amended and Restated 2000 Stock Option2010 Incentive Compensation Plan, unvested amounts are forfeited if the grantee's employment or business relationship with our company is terminated for any reason, other than in the event of death or disability. The board of directors does, however, have the power and the right to accelerate vesting of any and all unvested amounts in the event of a change in control of Bruker Corporation.




Section 162(m) Limitations

        Section 162(m) of the U.S. Internal Revenue Code limits the tax deductibility by a corporation of compensation in excess of $1,000,000 paid to the Chief Executive Officer and any other of its four most highly compensated executive officers. However, compensation which qualifies as "performance-based" is excluded from the $1,000,000 limit if, among other requirements, the compensation is payable only upon attainment of pre-established, objective performance goals under a plan approved by stockholders.

        The Compensation Committee does not presently expect total cash compensation payable for salaries to exceed the $1,000,000 limit for any individual executive. Having considered the requirements of Section 162(m), the Compensation Committee believes that stock option grants to date meet the requirement that such grants be "performance-based" and are, therefore, exempt from the limitations on deductibility.

        The Compensation Committee and management consider the accounting and tax effects of various compensation elements when designing our annual incentive and equity compensation plans and making other compensation decisions. Although we design our plans and programs to be tax-efficient and to minimize compensation expense, these considerations are secondary to meeting the overall objectives of the executive compensation program. To the extent consistent with our executive compensation program and our executive officers' employment agreements, if any, we have designed our executive compensation program to be performance-based and also to comply with requirements for tax deductibility where feasible.

        The Compensation Committee will continue to monitor the compensation levels potentially payable under our cash compensation programs, but intends to retain the flexibility necessary to provide total cash compensation in line with competitive practice, our compensation philosophy and our best interests.




Other Benefit Plans

        In October 2009, the Board of Directors of BEST adopted the Bruker Energy & Supercon Technologies, Inc. 2009 Stock Option Plan, (the "BEST Plan").or the BEST Plan. The BEST Plan provides for the issuance of up to 1,600,000 shares of BEST common stock in connection with awards under the plan. The BEST Plan allows a committee of the BEST board of directors to grant incentive stock options and non-qualified stock options to key employees and directors of the Company. The size of each grant is determined by the value of the BEST stock and BEST stock options at the time, the likely growth in that value and the importance of the individual to growing the value of the Company in the future. The BEST Plan is tied exclusively to increases in BEST's estimated value regardless of the Company's performance as a whole. As of December 31, 2009, 730,0002012, 800,000 incentive stock options and non-qualified stock options had been awarded with vesting periods of three to five years. On October 1, 2009, eachAs director of BEST, director was awarded an optionDr. Laukien and Mr. Wagner participate in the BEST Plan. Dr. Laukien holds options to purchase 10,000 shares of BEST, atwhich have an exercise price equalof $3.50 per share and expire October 1, 2019. Mr. Wagner holds options to the fair market valuepurchase 10,000 shares of BEST atgranted on July 1, 2010 with an exercise price of $10.00 per share and an expiration date of July 1, 2020. 6,667 of these options are vested and exercisable and the time of grant, subject to three-year vesting. Asremaining 3,333 options will vest on July 1, 2013. Additionally, Dr. Prause, as an employee and also as a director of BEST, Dr. Frank Laukien participates in the BEST Plan. Dr. Prause holds options to purchase 150,000 shares of BEST, which options were fully vested as of December 31, 2012. The BEST options have an exercise price of $3.50 per share and expire October 1, 2019.


COMPENSATION COMMITTEE REPORT


        The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, promulgated under the Securities Act of 1933, as amended. Based on such review and discussions, the Compensation Committee recommended to the board of directors that the Compensation Discussion and Analysis be included in this Proxy Statement on Schedule 14A.

        Submitted by the Compensation Committee of Bruker Corporation's Board of Directors.

		Richard D. Kniss, Chairman Wolf-Dieter Emmerich Stephen W. Fesik


Wolf-Dieter Emmerich
Stephen W. Fesik


COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION


        Mr. Kniss and Drs. Emmerich and Fesik serve as members of the Compensation Committee. Mr. Kniss and Drs. Emmerich and Fesik were not officers or employees of the Company or any of its subsidiaries during fiscal year 2009.2012. None of our executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee. In addition, none of our executive officers serves as a member of the compensation committee of any entity that has one or more of its executive officers serving as a member of our Board of Directors.





SUMMARY OF EXECUTIVE COMPENSATION


        The following table summarizes the compensation earned by theour President, Chief Executive Officer and Chairman, persons who served as our Chief Financial Officer during 2012 and the Company's othernext three most highly compensated executive officers who earned salary and bonus in excess of $100,000fiscal 2012 (the "named executive officers") for the years ended December 31, 2009, December 31, 20082012, 2011 and December 31, 2007 (the "named executive officers") for services rendered during 2009, 2008 and 2007, respectively.2010.


20092012 Summary Compensation Table


Name and Principal Position		Year			Salary			Bonus			Stock Awards(1)			Option Awards(2)			Non-Equity Incentive Plan Awards			All Other Compensation			Total
Frank H. Laukien			2012		$	444,129			—		$	1,206,000			—		$	202,973		$	7,500	(3)	$	1,860,602
Chairman, President and			2011		$	433,337			—			—		$	112,950		$	338,463		$	7,350	(3)	$	892,100
Chief Executive Officer			2010		$	423,366		$	50,000	(4)		—			—		$	702,728		$	7,350	(3)	$	1,183,444
William J. Knight			2012		$	300,713			—			—			—		$	111,087		$	100,288	(6)	$	512,088
Former Chief Financial			2011		$	361,964			—			—		$	104,400		$	92,308		$	8,250	(6)	$	566,922
Officer and Former Chief Operating Officer(5)			2010		$	355,000		$	20,000	(4)		—			—		$	195,403		$	8,250	(6)	$	578,653
Charles F. Wagner, Jr.			2012		$	275,865	(8)		—			999,998		$	82,720	(9)	$	200,000		$	1,005	(10)	$	1,564,138
Executive Vice President and Chief Financial Officer(7)
Mark Munch			2012		$	345,370			—			—			—		$	169,075		$	15,900	(12)	$	530,345
President, Bruker Nano, Inc.(11)
Burkhard Prause			2012		$	236,220		$	104,479	(14)		—		$	371,950		$	234,850		$	20,414	(15)	$	967,913
President, Bruker Energy & Supercon Technologies, Inc.(11)(13)
Stephan Westermann			2012		$	223,637			—			—			—		$	129,459		$	13,363	(16)	$	366,459
Executive Vice President—Order Execution, Production & Logistics of Bruker Scientific Instruments and Executive Vice President—Operations of Bruker BioSpin Group(11)(13)

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Name and Principal Position			Year			Salary			Bonus			Stock Awards(1)			Option Awards(1)			All Other Compensation			Total
(a)			(b)			(c)			(d)			(e)			(f)			(g)			(j)
Frank H. Laukien				2009		$	318,750		$	459,048		$	—		$	25,200	(2)	$	6,750	(3)	$	809,748
	Chairman, President and			2008		$	425,000		$	404,239		$	—		$	817,000		$	6,750	(3)	$	1,652,989
	Chief Executive Officer			2007		$	306,500		$	200,000		$	—		$	593,000		$	6,750	(3)	$	1,106,250
William J. Knight				2009		$	297,277		$	132,349		$	—		$	344,000		$	6,750	(5)	$	780,376
	Chief Operating			2008		$	320,000		$	92,397		$	—		$	408,500		$	6,750	(5)	$	827,647
	Officer(4)			2007		$	260,000		$	145,000	(6)	$	—		$	296,500		$	6,750	(5)	$	708,250
Brian P. Monahan				2009		$	193,154		$	168,818		$	—		$	688,000		$	6,750	(8)	$	1,056,722
	Chief Financial Officer(7)			2008		$	200,000		$	44,099		$	—		$	122,550		$	6,750	(8)	$	373,399
				2007		$	180,000		$	73,000	(6)	$	—		$	355,800		$	6,038	(8)	$	614,838
Dirk D. Laukien(9)				2009		$	212,283		$	—	(10)	$	—		$	—		$	6,750	(11)	$	219,033	(10)
	Senior Vice President,			2008		$	300,000		$	81,897		$	—		$	—		$	13,500	(11)	$	395,397
	President of Bruker			2007		$	260,000		$	190,000		$	—		$	—		$	13,500	(11)	$	463,500
	Optics

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(1)

The amounts in columns (e) and (f)this column reflect the grant date fair value of awards of restricted stock and stock options,awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of these amounts may be found in Note 2 to our 20092012 audited financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on March 12, 2010.February 28, 2013. The actual amount realized by the directornamed executive officer will likely vary based on a number of factors, including our performance, stock price fluctuations and applicable vesting.



(2)

Amount reflectsThe amounts in this column reflect the grant date fair value of anstock option awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of these amounts may be found in Note 2 to purchase 10,000 sharesour 2012 audited financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2013. The actual amount realized by the named executive officer will likely vary based on a number of BEST granted on October 1, 2009 to Dr. Frank Laukien as a director of BEST pursuant to the BEST Plan.factors, including our performance, stock price fluctuations and applicable vesting.



(3)

Amount represents a matching contribution made by the Company to the 401(k) plan for the benefit of Dr. Frank Laukien.



(4)

Dr. Laukien received a special bonus of $50,000 and Mr. Knight received a special bonus of $20,000 in 2010 in connection with their contributions to the acquisition of Veeco Metrology Inc.




(5)

Mr. Knight served as Chief Financial Officer throughout 2009. In November 2009,from June 2011 to July 2012 and served as Chief Operating Officer from February 2010 to February 2012. Mr. Knight was namedalso Chief OperatingFinancial Officer effective February 1,from October 2004 through January 2010.



(5)(6)

Amount represents a matching contribution made by the Company to the 401(k) plan for the benefit of Mr. Knight.



(6)

Amount In addition, the amount reported for 2012 includes a discretionary bonus of $10,000 for$92,788 paid to Mr. Knight and $8,000 for Mr. Monahan, respectively, awarded in connection with their contributions tohis departure from the completionrole of the Company's follow-on equity offering that closed on February 12, 2007. Amount also includes a special bonus of $50,000 for Mr. Knight and $20,000 for Mr. Monahan, respectively, awarded in connection with their contributions in connection with the Bruker BioSpin Group acquisition.Chief Financial Officer.



(7)

DuringMr. Wagner joined the first quarter of 2009, Mr. Monahan was promoted from Corporate Controller to the positions of Vice President of Finance and Chief Accounting Officer. In November 2009, Mr. Monahan was namedCompany as Chief Financial Officer effective February 1, 2010.in July 2012.



(8)

Includes payments totaling $32,000 for service on the Company's board of directors and $15,500 for service on the BEST board of directors.



(9)

Amount represents the grant date fair value of options granted to Mr. Wagner as a director of the Company and as a director of BEST.



(10)

Amount represents a matching contribution made by the Company to the 401(k) plan for the benefit of Mr. Monahan.Wagner.






(9)(11)

Effective November 11, 2009, Dr. Dirk Laukien resigned from all management positions and is no longerThe named executive officer was first appointed an executive officer of the Company. Prior to his resignation, Dr. Dirk Laukien served as Senior Vice President and President of Bruker Optics.Company in fiscal 2012. Accordingly, compensation data is presented only for fiscal 2012.



(10)

The amount of Dr. Dirk Laukien's 2009 annual cash incentive bonus award has not yet been determined by the Compensation Committee. Accordingly, the total compensation reported does not include any amount that may be awarded to him as 2009 performance-based incentive compensation upon completion of the Compensation Committee's review of his 2009 performance.



(11)(12)

Amount represents a $6,750 matching contribution and, for 2007 and 2008, a $6,750 profit sharing contribution made by the Company to the 401(k) plan for the benefit of Dr. Dirk Laukien.Munch and an automobile allowance.



(13)

The amounts reflected for fiscal 2012 compensation, other than amounts reported under the heading "Option Awards" and "Non-Equity Incentive Plan Awards," are based on actual payments in euros converted to U.S. dollars at a conversion rate of €1.00 = $1.2859, which represents the 2012 average midpoint rate as published on www.oanda.com. The amount reflected under the heading "Non-Equity Incentive Plan Awards" is based on the amount approved by the Compensation Committee on February 7, 2013, converted from euros to U.S. dollars at a conversion rate of €1.00 = $1.3550, which was the midpoint rate as published on www.oanda.com on the date of approval.



(14)

Amount represents a special bonus in the amount of 81,250 euros, or $104,479, in connection with his contributions to the award of a significant licensing contract.



(15)

Amount represents 15,275 euros, or $19,642, for a company leased automobile and 600 euros, or $772, for the use of certain inventions.



(16)

Amount represents 10,392 euros, or $13,363, for a company leased automobile.





20092012 Grants of Plan-Based Awards


        The following table sets forth certain information with respect to individual grants of plan-based awards to the named executive officers during the fiscal year ended December 31, 2009.2012.

					Estimated Future Payouts Under Non-Equity Incentive Plan Awards									All Other Stock Awards: Number of Shares of Stock or Units (#)			All Other Option Awards: Number of Securities Underlying Options (#)						Grant Date Fair Value of Stock and Option Awards ($)(2)
																				Exercise or Base Price of Option Awards ($/SH)(2)
Name		Grant Date			Threshold ($)(1)			Target ($)(1)			Maximum ($)(1)
Frank H. Laukien						0			550,000			—
			8/13/2012												100,000									1,206,000
William J. Knight						0			112,500			—
Charles F. Wagner, Jr.						200,000			250,000			—
			1/5/2012															6,000			12.77			41,820
			8/2/2012												88,028									999,998
			8/13/2012															5,000			12.06			45,450
Mark R. Munch						0			198,000			—
Burkhard Prause						0			200,600			—
			8/13/2012															5,000			12.06			45,450
			8/13/2012															50,000	(3)		12.06			326,500
Stephan Westermann						0			186,456			—

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Name		Grant Date			All Other Option Awards: Number of Securities Underlying Options (#)			Exercise or Base Price of Option Awards ($/SH)			Grant Date Fair Value of Stock and Option Awards
Frank H. Laukien			N/A			—			—			—
William J. Knight			11/5/09			50,000		$	11.10		$	344,000
Dirk D. Laukien			N/A			—			—			—
Brian P. Monahan			11/5/09			100,000		$	11.10		$	688,000

(1)

Represents estimated possible payouts on the grant date for annual cash incentive bonus awards granted for 2012 performance under the 2012 cash incentive bonus plans of our named executive officers. There are no maximum payouts specified under the named executive officers' cash incentive plans. The amounts reflected for Dr. Prause and Mr. Westermann, which were based in local currency, are converted from euros to U.S. dollars at a conversion rate of €1.00 = $1.2859, which represents the 2012 average midpoint rate as published on www.oanda.com.



(2)

Represents the grant date fair value of restricted stock and stock option awards granted under the Company's 2010 Incentive Compensation Committee authorized grantsPlan, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Assumptions used in the calculations of stock options as long-term incentive compensationthese amounts may be found in Note 2 to each ofour 2012 audited financial statements included in the Chief Operating Officer and Chief Financial OfficerCompany's Annual Report on November 5, 2009 upon their respective appointments to their current positions. TheForm 10-K filed with the SEC on February 28, 2013. Unless otherwise noted, the option awards to the Chief Operating Officer and Chief Financial Officer vest in five equal annual installments on the first, second and third anniversary of the grant date, beginning on November 5, 2010, anddate. The options are exercisable upon vesting at a price equal to the closing price of our common stock on the date of the grant. The closing pricegrant and expire on the NASDAQ Global Select Marketten year anniversary of our commonthe grant date. The restricted awards to Dr. Laukien vests in equal annual installments on the first, second, third, fourth and fifth anniversary of the grant date. The restricted stock award to Mr. Wagner vests in equal annual installments on November 5, 2009 was $11.10 per share.

the first, second, third and fourth anniversary of the grant date.



(3)

One-fifth of these options vest on each of August 13, 2012, 2013, 2014, 2015 and 2016.





Outstanding Equity Awards Atat December 31, 20092012


        The following table provides information concerning unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our most recently completed fiscal year. Each outstanding award is represented by a separate row which indicates the number of securities underlying the award, including awards that have been transferred other than for value (if any).

        For option awards, the table discloses the exercise price and the expiration date. For stock awards, the table provides the total number of shares of stock that have not vested and the aggregate market value of shares of stock that have not vested.

        We computed the market value of stock awards

		Option Awards												Stock Awards(1)
Name		Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable			Option Exercise Price			Option Expiration Date			Number of Shares of Stock That Have Not Vested			Market Value of Shares of Stock That Have Not Vested
Frank H. Laukien(2)															100,000	(3)	$	1,524,000
			75,000			—		$	13.21			05/07/13			—			—
			3,750			11,250	(4)	$	13.805			09/09/16
			78,750			11,250
William J. Knight			125,000			—		$	3.16			10/25/14			—			—
			50,000			—		$	7.95			08/01/17			—			—
			40,000			10,000	(5)	$	12.01			05/07/18
			30,000			20,000	(6)	$	11.10			11/05/19
			3,000			12,000	(7)	$	12.55			09/09/21
			248,000			42,000
Charles F. Wagner, Jr.(8)															88,028	(9)	$	1,341,547
			1,980			1,020	(10)	$	13.52			08/10/20
			1,980			4,020	(11)	$	16.09			01/05/21
			—			6,000	(12)	$	12.77			01/05/22
			—			5,000	(13)	$	12.06			08/13/22
			3,960			16,040
Mark R. Munch			30,000			45,000	(14)	$	14.80			11/01/20
			30,000			45,000
Burkhard Prause(15)			—			5,000	(13)	$	12.06			08/13/22
			10,000			40,000	(16)	$	12.06			08/13/22
			10,000			45,000
Stephan Westermann			30,000			—		$	7.95			08/01/17
			32,000			8,000	(5)	$	12.01			05/07/18
			4,000			6,000	(14)	$	14.80			11/01/20
			3,500			14,000	(17)	$	12.73			08/19/21
			69,500			28,000

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(1)

The amounts in this column were calculated by multiplying $15.24, the closing market price of our common stock at the end of the most recently completed fiscal yearon December 31, 2012, by the number of unvested shares.



(2)

In addition to the awards reported for equity securities of Bruker Corporation, Dr. Laukien held options to purchase 10,000 shares or units of stock or the amountBEST, which options were fully vested as of equity incentive plan awards, respectively.





Outstanding Equity Awards at December 31, 20092012. The BEST options have an exercise price of $3.50 per share and expire October 1, 2019.


		Option Awards												Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable			Option Exercise Price			Option Expiration Date			Number of Shares of Stock That Have Not Vested			Market Value of Shares of Stock That Have Not Vested
Frank H. Laukien			25,000			50,000	(2)	$	8.75			08/01/12			13,300	(1)	$	160,398
			25,000			75,000	(3)	$	13.21			05/07/13
William J. Knight			125,000					$	3.16			10/25/14			3,340	(1)	$	40,280
			20,000			30,000	(4)	$	7.95			08/01/17
			10,000			40,000	(5)	$	12.01			05/07/18
						50,000	(6)	$	11.10			11/05/19
Brian P. Monahan			2,500					$	5.28			04/26/14			2,000	(1)	$	24,120
			5,250					$	4.87			06/30/14
			24,000			36,000	(4)	$	7.95			08/01/17
			3,000			12,000	(5)	$	12.01			05/07/18
						100,000	(6)	$	11.10			11/05/19
Dirk D. Laukien															200,000	(7)	$	2,412,000

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(1)(3)

SharesOne-fifth of the shares of restricted stock vest in five equal annual installments on each of on each of August 13, 2013, 2014, 2015, 2016 and 2017.



(4)

One-fourth of these options vest on each of the anniversaryfirst, second, third and fourth anniversaries of the grant date, beginning on September 9, 2012.




(5)

One-fifth of these options vest on each of the first, second, third, fourth and fifth anniversaries of the grant date, beginning May 7, 2009.



(6)

One-fifth of these options vest on each of the first, second, third, fourth and fifth anniversaries of the grant date, beginning November 5, 2010.



(7)

One-fifth of these options vest on each of the first, second, third, fourth and fifth anniversaries of the grant date, beginning September 9, 2012.



(8)

In addition to the awards reported for equity securities of Bruker Corporation, Mr. Wagner held options to purchase 10,000 shares of BEST granted on July 1, 2010 with an exercise price of $10.00 per share and expiration date of July 1, 2020. As of December 31, 2012, 6,667 of these options were vested and exercisable and the remaining 3,333 options will vest on July 1, 2013.



(9)

One-fourth of the shares of restricted stock vest on each of on each of August 2, 2013, 2014, 2015 and 2016.



(10)

One-third of these options vest on each of the first, second and third anniversaries of the grant date, beginning on August 10, 2011.



(11)

One-third of these options vest on each of the first, second and third anniversaries of the grant date, beginning on January 5, 2007.2012.



(2)(12)

OptionsOne-third of these options vest on each of the first, second and third anniversaries of the grant date, beginning on January 5, 2013.



(13)

One-third of these options vest on each of the first, second and third anniversaries of the grant date, beginning on August 13, 2013.



(14)

One-fifth of these options vest on each of the first, second, third, fourth and fifth anniversaries of the grant date, beginning on November 1, 2010.



(15)

In addition to the awards reported for equity securities of Bruker Corporation, Dr. Prause held options to purchase 150,000 shares of BEST, which options were fully vested as of December 31, 2012. The BEST options have an exercise price of $3.50 per share and expire October 1, 2019.



(16)

10,000 options vested on the grant date and the remaining 40,000 vest in four equal annual installments on the anniversary of the grant date, beginning on August 1, 2008.13, 2013.



(3)(17)

OptionsOne-fifth of these options vest in four equal annual installments on each of the anniversaryfirst, second, third, fourth and fifth anniversaries of the grant date, beginning May 7, 2009.on August 19, 2012.


2012 Option Exercises and Stock Vested


        The following table provides information regarding option exercises by the named executive officers during 2012. No stock awards held by any of our named executive officers vested during 2012.

		Option Awards						Stock Awards
Name		Number of Shares Acquired on Exercise (#)			Value Realized on Exercise (#)(1)			Number of Shares Acquired on Vesting (#)			Value Realized on Vesting ($)
Frank H. Laukien			100,000		$	615,000			—			—
William J. Knight			—			—			—			—
Charles F. Wagner, Jr.			—			—			—			—
Mark R. Munch			—			—			—			—
Burkhard Prause			—			—			—			—
Stephan Westermann			—			—			—			—

---

(4)(1)

Options vest in five equal annual installmentsRepresents the difference between the exercise price of the options exercised and the closing price of Bruker Corporation common stock on the anniversaryNASDAQ Global Select Market as of the grant date beginning August 1, 2008.



(5)

Options vest in five equal annual installments on the anniversary of the grant date, beginning May 7, 2009.



(6)

Options vest in five equal annual installments on the anniversary of the grant date, beginning November 5, 2010.



(7)

Shares vest in five equal annual installments on the anniversary of the grant date, beginning July 1, 2007.exercise.





RELATED PERSONS TRANSACTIONS


Procedures for Approval of Transactions with Related Persons

        All transactions with related parties in excess of $50,000 are reviewed and pre-approved. Our Audit Committee, which is ultimately responsible for approving related party transactions, pre-approves such transactions involving amounts exceeding $500,000. The Audit Committee has delegated authority to the Chief Financial Officer and Corporate ControllerChief Accounting Officer to review and pre-approve all related party transactions, such as leasing, distribution, sales and purchasing activities, involving amounts from $50,000 to $500,000. A related party transaction will be approved only if it is determined upon review that the transaction is in the best interests of the Company. If the transaction involves a director, that director will be recused from all discussions and decisions about the transaction. In considering the transaction, the executive officer or the committee, as appropriate, will consider all relevant factors, including as applicable:

•

the business purpose for the transaction;



•

quantifying the amount and volume of transactions to assess materiality;



•

methods used to establish the terms of the transaction and whether the transaction is on arm's-length terms comparable to those available to third parties; and



•

the overall fairness of the transaction to the Company.

        Typically every quarter, management reviews with the Audit Committee all related party transactions entered into in the preceding quarter, including those the committee did not pre-approve. This review consists of a memorandum summarizing the information described above with respect to the transactions, and is followed by a telephonic or in-person meeting between the Audit Committee and management.

Transactions with Related Persons

        Under two lease agreements, Bruker BioSpin Corporation rents laboratory, manufacturing and office space from trusts controlled by certain Laukien family members, including Dr. Frank Laukien. During 2009,2012, Dr. Frank Laukien was paid $336,172$295,691 as a beneficiary of the trusts. The lease terms were equal to the estimated fair market value of the rentals.

        Dr. Dirk Laukien, a director and Senior Scientific Fellow of the Company until July 10, 2012, was paid aggregate cash compensation of $59,925 in 2012 for his services as Senior Scientific Fellow. Our Bruker Optics subsidiary rents various office space from Dr. Dirk Laukien under lease agreements under which Dr. Dirk Laukien was paid $682,000$1,164,940 in 2009, which was equal to the estimated fair market value.2012. Under two lease agreements, Bruker BioSpin Corporation rents laboratory, manufacturing and office space from trusts controlled by certain Laukien family members, including Dr. Dirk Laukien. During 2009,2012, Dr. Dirk Laukien was paid $336,172$295,691 as a beneficiary of the trusts. The lease terms were equal to the estimated fair market value of the rentals. Bruker BioSpin Corporation also rents office space from Dr. Dirk Laukien for which he was paid $155,715 in 2009. The lease terms were equal to the estimated fair market value of the rental. Dr. Dirk Laukien, Isolde Laukien-Kleiner and Joerg Laukienis also are partiesa party to a lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office space. During 2009,2012, Dr. Dirk Laukien was paid $103,096$119,086 under that agreement. The leasePayments under the terms of each of the leases referenced above were equal to the estimated fair market value of the rentals.respective rental.

        Joerg C. Laukien, a director of the Company, is also the Chief Operating Officerserves in a management role at various German subsidiaries of the Bruker BioSpin companies.Corporation and is Executive Chairman of Bruker BioSpin Corporation. Joerg Laukien also serves as a director and President of Bruker BioSpin MRI, Inc., Managing Director of Bruker BioSpin MRI GmbH Managing Director of Bruker Elektronic GmbH,and, until April 2013, as a director of Bruker Biospin Corporation, a director of BEST, and a director of Bruker BioSpin s.r.l.BEST. During 2009,2012, Joerg Laukien was paidearned aggregate cash compensation of 216,319 Euros (approximately $302,000) from various European Bruker BioSpin companies220,639 euros in salary and 190,183 euros in bonus (a total salary and bonus of approximately $528,276) and was also provided the use of an automobile. For his service asautomobile valued at $13,138. Joerg Laukien is also a director of BEST, on October 1, 2009party to a lease agreement with Bruker BioSpin AG, under which Bruker BioSpin AG rents certain office space. During 2012, Joerg Laukien was grantedpaid $119,086 under that agreement. Payments under the lease were equal to the estimated fair market value of the rental.






options to purchase 10,000 shares        Isolde Laukien-Kleiner is the stepmother of common stockDr. Frank Laukien and Mr. Joerg Laukien and the mother of BEST with a grant date fair value of $25,200.Dr. Dirk Laukien. With Dr. Dirk Laukien and Isolde Laukien-Kleiner, Joerg Laukien, alsoMs. Laukien-Kleiner is a party to a lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office space. During 2009, Joerg Laukien was paid $103,096 under that agreement. The lease terms were equal to the estimated fair market value of the rentals.

        Isolde Laukien-Kleiner was formerly the CEO of Bruker Physik GmbH and also served later as a consultant to Bruker Physik GmbH. Mrs. Laukien-Kleiner terminated her consulting relationship with Bruker Physik in 2007. Under an agreement with Bruker Physik, Mrs. Laukien-Kleiner continues to receive certain benefits for a period of three years following her resignation. Mrs. Laukien-Kleiner is entitled to monthly pension payments of approximately 13,000 Euros, or 156,000 Euros annually (approximately $223,000), subject to annual periodic adjustments. Dr. Dirk Laukien, Isolde Laukien-Kleiner and Joerg Laukien are parties to a lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office space. During 2009, Isolde2012, Ms. Laukien-Kleiner was paid $206,191$238,171 under that agreement. The lease terms were equal to the estimated fair market value of the rentals.

Mrs. Laukien-Kleiner is party to an additional lease agreement with Bruker BioSpin AG under which Bruker BioSpin AG rents certain office space. During 2009, Mrs.2012, Ms. Laukien-Kleiner was paid $201,358$232,589 under that agreement. The leasePayments under the terms of each of the leases referenced above were equal to the estimated fair market value of the rentals.

        Dr. Tony W. Keller, a director of the Company, is also chairman of the board of Bruker BioSpin AG, president of the board of BioSpin Invest AG, and a director of BEST. From February 2008 until his retirement effective March 31, 2010, Dr. Keller served as Executive Chairman of the Bruker BioSpin Group. During 2009, Dr. Keller was paid cash compensation of $307,593 from various European Bruker BioSpin companies. For his service as a director of BEST, on October 1, 2009 Dr. Keller was granted options to purchase 10,000 shares of common stock of BEST with a grant date fair value of $25,200. The options granted to Dr. Keller vest in approximately equal annual installments on the anniversary of the grant date commencing October 1, 2010.respective rental.

        Richard M. Stein, a director of the Company, is a partner of Nixon Peabody LLP, a law firm which has been retained by the Company and certain of its affiliates for over five years. Amounts paid to Nixon Peabody LLP for services provided to the Company and its affiliates in 2012 totaled $2.4 million. Mr. Stein has also served as the secretary for each of the Company, Bruker BioSpin Corporation, Bruker AXS, Bruker Daltonics, Bruker Optics, BEST and BEST.Bruker Nano, Inc.

        Bernhard Wangler, a director of the Company, is a principal of Kanzlei Wangler, a German audit and tax advisory firm which has been retained by the Company and certain of its affiliates for over five years. Amounts paid to Kanzlei Wangler for services provided to the Company and its affiliates in 2012 totaled $443,456.


SECTION 16(a)16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


        Section 16(a) of the Securities Exchange Act of 1934 and the rules promulgated thereunder require our officers and directors and persons owning more than 10% of the outstanding common stock of the Company to file reports of ownership and changes in ownership with the Securities and Exchange Commission and to furnish us with copies of all these filings. We believe, based solely upon a review of those reports and amendments thereto furnished to us during and with respect to our fiscal year ended December 31, 2009,2012, that all of our directors and executive officers complied with the reporting requirements of Section 16(a) of the Exchange Act during fiscal 2009.2012, with the exception of one late Form 4 filing by Mr. Knell due to an administrative error.





AUDIT COMMITTEE REPORT


        The Audit Committee, which operates pursuant to a written charter, assists the board of directors in fulfilling its oversight responsibilities by reviewing Bruker Corporation's financial reporting process on behalf of the board. Management is responsible for Bruker Corporation's internal controls, the financial reporting process and compliance with laws and regulations and ethical business standards. Ernst & Young LLP ("Ernst & Young"), Bruker Corporation's independent registered public accounting firm, is responsible for expressing opinions on the conformity of Bruker Corporation's consolidated financial statements with generally accepted accounting principles and on the effectiveness of Bruker Corporation's internal control over financial reporting. The Audit Committee is responsible for overseeing and monitoring these practices. It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures.

        In this context, the Audit Committee reviewed and discussed with management and Ernst & Young, among other things, the scope of the audit to be performed, the results of the audit performed, Ernst & Young's evaluation of Bruker Corporation's internal control over financial reporting and the independent registered public accounting firm's feefees for the services performed. Management represented to the Audit Committee that Bruker Corporation's consolidated financial statements were prepared in accordance with generally accepted accounting principles. Discussions about Bruker Corporation's audited financial statements included the auditors' judgments about the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in its financial statements.

        The Audit Committee also discussed with Ernst & Young other matters required by Statement on Auditing Standards ("SAS") No. 61, "Communication with Audit Committees," as amended by SAS No. 90, "Audit Committee Communications," as amended and as adopted by the Public Company Accounting and Oversight Board (PCAOB) in Rule 3200T, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements. Ernst & Young also provided to the Audit Committee written disclosures and the letter required by applicable requirements of the PCAOB regarding communications with the Audit Committee concerning independence. The Audit Committee discussed with Ernst & Young the registered public accounting firm's independence from Bruker Corporation and considered the compatibility of non-audit services with Ernst & Young's independence.

        Based on the Audit Committee's discussion with management and Ernst & Young, and the Audit Committee's review of the representations of management and the report of Ernst & Young to the Audit Committee, the Audit Committee recommended to the board that that the audited financial statements be included in the Company's Annual Report on Form 10-K for the year ended December 31, 20092012 filed with the Securities and Exchange Commission and selected Ernst & Young LLP as the independent registered public accounting firm for Bruker Corporation, subject to shareholder ratification, for 2010.2013.

        Submitted by the Audit Committee of Bruker Corporation's Board of Directors.

Brenda J. Furlong, Chair
Richard A. Packer

		Brenda J. Furlong, Chair Richard A. Packer Chris van Ingen





INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


        Fees billed to the Company by its independent registered public accounting firm for fiscal years 20082011 and 2009,2012, all of which were approved by the Audit Committee, were comprised of the following:

        Audit Fees.    Ernst & Young's fees for its audit of the Company's annual consolidated financial statements, including the integrated audit of internal control over financial reporting, its review of the consolidated financial statements included in our quarterly reports on Form 10-Q, audits of statutory filings, comfort letter procedures and review of other regulatory filings for 20082011 and 20092012 were $3,821,000$5,511,500 and $3,681,000,$4,628,200, respectively. The 2011 fees include $497,000 related to work performed in connection with a contemplated initial public offering for one of our subsidiaries.

        Audit-Related Fees.    Ernst & Young billed us a total of $140,000$2,000 in 2008 and $16,000 in 20092012 for audit-related services. In 2011, no fees for audit-related services including due diligence performed in connection with potential acquisitions.were billed to us by Ernst & Young.

        Tax Fees.    Ernst & Young fees for tax services provided to us, including tax compliance, tax advice and planning, totaled $87,000$14,275 in 20082011 and $59,000$283,000 in 2009.2012.

        All Other Fees.    In 2008,2011 and 2012, no fees for services other than as indicated above were billed to us by Ernst & Young. Ernst & Young billed us a total of $3,000 for "other services" in 2009.

Audit Committee Pre-Approval Policies and Procedures

        In order to ensure that audit and non-audit services proposed to be performed by the Company's independent registered public accounting firm do not impair the auditor's independence from the Company, the Audit Committee has adopted, and the board of directors has ratified, the following pre-approval policies and procedures.

Policies

        Before engaging the independent registered public accounting firm to render the proposed service, the Audit Committee must either (i) approve the specific engagement ("specific pre-approval") or (ii) enter into the engagement pursuant to pre-approval policies and procedures established by the Audit Committee ("general pre-approval"), provided the policies and procedures are detailed for the particular service, the Audit Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee's responsibilities to management. The Audit Committee annually reviews and pre-approves the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval. The Audit Committee will add to or subtract from this list of general pre-approved services from time to time, based on subsequent determinations.

        Unless a type of service has received general pre-approval, it requires specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm. Any proposed services exceeding pre-approved cost levels or budgeted amounts also require specific pre-approval by the Audit Committee.

        For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC's and the PCAOB's rules on auditor independence. The Audit Committee also considers whether the independent registered public accounting firm is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with the Company's business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance the Company's ability to manage or control risk or improve audit quality. All such factors are considered as a whole, and no one factor will necessarily be determinative.




        The Audit Committee also considers the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the






appropriate ratio between the total amount of fees for Audit, Audit-related and Tax services and the total amount of fees for certain permissible non-audit services classified as All Other services.

        The Audit Committee may delegate either type of pre-approval authority to one or more of its members. The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Procedures

        Pre-approval fee levels or budgeted amounts for all services to be provided by the independent registered public accounting firm are established annually by the Audit Committee. Any proposed services exceeding these levels or amounts require specific pre-approval by the Audit Committee, even if previously generally pre-approved.

        All requests or applications for services to be provided by the independent registered public accounting firm that do not require specific approval by the Audit Committee are submitted to the Chief Financial Officer and must include a detailed description of the services to be rendered.

        Requests or applications to provide services that require specific approval by the Audit Committee must be submitted to the Audit Committee by both the independent registered public accounting firm and the Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC's rules on auditor independence.

        The Audit Committee monitors the performance of all services provided by the independent auditor and assesses whether such services are in compliance with this policy.


PROPOSAL NO. 2
APPROVAL OF THE 2010 INCENTIVE COMPENSATION PLAN


        On March 9, 2010, the board of directors unanimously approved and adopted the Bruker Corporation 2010 Incentive Compensation Plan (the "2010 Plan"), authorized 8,000,000 shares for issuance under the plan, and directed that the plan be submitted to stockholders for approval. If it is approved by stockholders, the 2010 Plan will become effective when it is so approved.

        The purposes of the 2010 Plan are to support the Company's ongoing efforts to attract, retain and develop exceptional talent and to enable the Company to provide incentives directly linked to the Company's short-term and long-term objectives and to increases in stockholder value. In addition, under the 2010 Plan, the Company will have the ability to grant performance-based compensation awards that meet the requirements of Section 162(m) of the Internal Revenue Code, thereby preserving the Company's ability to receive federal income tax deductions for the awards.

        The 2010 Plan will replace the Amended and Restated 2000 Stock Option Plan (the "2000 Plan") of the Company that has expired pursuant to its terms. No shares are available for issuance under the 2000 Plan.

Summary Description of the 2010 Plan

        The following description of certain features of the 2010 Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the 2010 Plan, which is attached asAppendix A to this proxy statement.

        General.    The 2010 Plan provides for the granting of incentive awards in the form of stock options and restricted stock to Company employees, directors, advisors and consultants. The 2010 Plan may be administered by the Company's board of directors or by the Compensation Committee of the board of directors. Either the board or the Compensation Committee has the authority to interpret and apply the provisions of the 2010 Plan and determine the eligibility of an individual to participate in the 2010






Plan. As used in this summary, the term "Compensation Committee" means either the board of directors of the Company or the Compensation Committee of the board of directors acting as administrator of the 2010 Plan.

        Shares Available.    Eight million shares of the Company's common stock are authorized for issuance under the 2010 Plan. Any shares covered by an award that is forfeited, canceled or expires again become available for issuance. However, if an option is settled by net exercise (by withholding a number of shares equal to the exercise price), the full number of shares covered by the option shall be counted against the number of shares available for awards, not the net shares issued in satisfaction of the option. In addition, shares of the Company's common stock that are (1) tendered in payment of the exercise price of an option, (2) withheld by the Company to satisfy any tax withholding obligation with respect to an award, or (3) repurchased by the Company on the open market with the proceeds of the exercise of an option, may not again be made available for issuance in connection with awards under the 2010 Plan. The Company anticipates that the number of authorized shares will cover awards made under the plan for ten years.

        Eligibility.    Eligible participants under the 2010 Plan include officers, employees, consultants, advisors and directors of the Company and its subsidiaries. Incentive stock options may be granted only to employees of the Company or any subsidiary. In determining a person's eligibility to be granted an award under the 2010 Plan, and the number of shares to be granted to any person, the Compensation Committee takes into account, in its sole discretion, the person's position and responsibilities, the nature and value to the Company or its subsidiaries of the person's service and accomplishments, the person's present and potential contribution to the success of the Company, and such other factors as the Compensation Committee deems relevant. No award designated as an incentive stock option may be granted to any employee who owns, immediately prior to the grant of the option, stock representing more than 10% of the total combined voting power of all classes of stock of the Company or a parent or a subsidiary, unless the purchase price of the stock under the option is at least 110% of its fair market value at the time the option is granted and the option, by its terms, is not exercisable more than five years from the date it is granted.

        Types of Awards.    Stock options, including nonqualified options and incentive stock options, and shares of restricted stock may be granted to participants under the 2010 Plan. Stock options and restricted stock are granted under award agreements which contain any vesting schedules of the awards.

        Stock Options.    A stock option represents the right to purchase a share of common stock at a predetermined exercise price. Stock options granted under the 2010 Plan may be in the form of incentive stock options ("ISOs") or nonqualified stock options, as determined in the discretion of the Compensation Committee. The terms of each stock option, including the number of shares, option duration, exercise price, vesting period and any other restrictions or conditions on exercise, will be set forth in an award agreement. The exercise price of a stock option will not be less than 100% of the fair market value of a share of common stock on the date that the option is granted. In no event will a stock option be exercisable later than the tenth anniversary of the date on which it was granted. Vested options may be exercised, in full at one time or in part from time to time in amounts of 50 shares or more, by payment in full of the exercise price in cash. The payment of the exercise price may be made as determined by the board or Compensation Committee and set forth in the award agreement, including by delivery of cash or check, by tendering shares of common stock (provided that payment by this means will not cause the Company to recognize for financial accounting purposes a charge to earnings), by means of a broker-assisted cashless exercise or by "net exercise" pursuant to which the Company withholds a number of shares equal to the exercise price. The Company may delay the issuance of shares covered by the exercise of an option until the shares for which the option has been exercised have been registered or qualified under the applicable federal or state securities laws or until counsel to the Company has opined that the shares are exempt from the registration requirements of






applicable federal or state securities laws. Except to the extent otherwise specified in a grant agreement or the plan, unexercised stock options granted to employees and directors generally expire 60 days after the participant's termination of employment or service as a director, as applicable. Stock options granted to other participants, such as consultants or advisors, expire upon termination of such relationship with the Company. In no event will unexercised options be exerciseable more than ten years after the date of grant.

        Restricted Stock Awards.    Restricted stock awards are grants of shares of stock to a participant that are subject to forfeiture during a pre-established period if certain conditions (for example, continued employment or attainment of pre-determined performance goals) are not met. The Compensation Committee may grant up to 20% of the shares reserved for issuance under the 2010 Plan as restricted stock awards. The terms of a participant's restricted stock award are determined by the Compensation Committee and are set forth in an award agreement. Restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered while the shares are subject to forfeiture. A participant generally will have all the rights of a holder of common stock, including the rights to receive any dividends and to vote, during the restricted period, except as otherwise provided in an award agreement (for example, as needed to qualify for the "performance-based" compensation exception described below).

        Performance-Based Awards.    Section 162(m) of the Internal Revenue Code ("the "Code") generally limits to $1 million the annual corporate income tax deduction for compensation which is not "performance-based" paid to a "covered employee" (generally the chief executive officer and the three most highly compensated executive officers other than the principal financial officer). The Company intends incentive stock options and non-qualified stock options awarded under the Plan granted with an exercise price at least equal to the fair market value of the stock on the date of grant to qualify for the performance-based exception from the $1 million deduction limitation. In addition, if the Plan is approved by the stockholders, awards of restricted stock under the Plan may be eligible for treatment as "performance based" compensation under Section 162(m) if they are conditioned upon attainment of one or more performance goals over a specified performance cycle. If the Compensation Committee intends that an award made to a "covered employee" will constitute "performance-based" compensation within the meaning of Section 162(m) of the Internal Revenue Code, then the performance goals will be based on one or more of the following criteria: earnings per share; net income (before or after taxes); cash flow (including measures such as operating cash flow and free cash flow); gross revenues; gross margins; other operating measures, such as segment revenues or costs; return measures (including measures such as return on assets, equity, capital or investment); earnings before interest, taxes, depreciation and amortization (EBITDA); and any of the foregoing measures compared to peer or other companies. The Committee may adjust the performance goals for a performance cycle to include or exclude specified components or other specified items, for example to reflect changes in accounting principles or tax rates or other changes, as described in the 2010 Plan. The performance goals may relate to results obtained by the Company, a subsidiary, a division or any business unit. The Plan provides that the material terms of the performance measures shall be disclosed and reapproved by shareholders no later than the first shareholder meeting occurring in the fifth year following the year in which shareholders previously approved the performance measures. However, if applicable tax and/or securities laws change to permit Compensation Committee discretion to alter the governing performance measures without obtaining shareholder approval of such changes, the Compensation Committee has discretion to make such changes without obtaining shareholder approval.

        Recapitalization; Reorganization; Change in Control.    The 2010 Plan provides that proportionate adjustments shall be made to the number of authorized shares which may be granted under the 2010 Plan and as to which outstanding options, or portions of outstanding options, then unexercised shall be exercisable as a result of increases or decreases in the Company's outstanding shares of common stock due to reorganization, merger, consolidation, recapitalization, stock split-up, combination of shares, or






dividends payable in capital stock, such that the proportionate interest of the participant shall be maintained as before the occurrence of such event. Upon the sale or conveyance to another entity of all or substantially all of the property and assets of the Company, including by way of a merger or consolidation or a change in control of the company, as defined in the 2010 Plan, the Company's board of directors will have the power and the right to accelerate the exercisability or lapse of forfeiture restrictions of any awards. Additionally, the Compensation Committee may, in its discretion, accelerate the exercisability or lapse of forfeiture restrictions of any award, subject to such terms and conditions as the Compensation Committee deems necessary and appropriate.

        Transferability.    Unless otherwise specified in an award agreement, awards granted under the 2010 Plan are not transferable other than by will or the laws of descent and distribution.

        Termination or amendment.    Unless sooner terminated by the board of directors, the 2010 Plan will terminate on March 9, 2020, ten years from the date on which the 2010 Plan was adopted by the Company's board of directors. The board of directors may, at any time, terminate the 2010 Plan. All options granted under the 2010 Plan shall terminate upon the dissolution or liquidation of the Company; provided, however, that each participant (if at such time in the employ of or otherwise associated with the Company or any of its subsidiaries) shall have the right, immediately prior to the dissolution or liquidation, to exercise his or her option to the extent then exercisable. The board of directors may amend or terminate the 2010 Plan at any time, but no such amendment or termination may adversely affect in any material way the rights of a participant with respect to an outstanding award without that participant's consent. Shareholder approval is required for certain amendments to the 2010 Plan.

U.S. Federal Tax Aspects of the Plan

        The following is a brief description of the principal U.S. federal income tax consequences, based on current law, of awards under the 2010 Plan. This summary provides only the basic tax rules and is not intended as, and should not be relied upon, as tax guidance for participants in the 2010 Plan.

Tax effects of incentive compensation plan participation.

                Options.    Options granted under the 2010 Plan are intended to be either incentive stock options, or an ISO, as defined in Section 422 of the Code, or non-qualified stock options. The following discussion applies to options that are granted with an exercise price of at least 100% of the stock's fair market value on the date of grant, so that special tax rules under Code Section 409A relating to nonqualified deferred compensation do not apply.

                Incentive Stock Options.    The participant will not recognize taxable income upon the grant or exercise of an ISO (subject to the discussion of alternative minimum tax, below). In addition, if the participant holds the shares received pursuant to the exercise of the option for more than one year after the date of transfer of stock to the participant, upon exercise of the option and for more than two years after the option is granted (the "required holding period"), the participant will recognize long-term capital gain or loss upon the disposition of the stock measured by the difference between the option exercise price and the amount received for such shares upon disposition. If the participant disposes of the stock prior to the expiration of the required holding periods at a price equal to or in excess of the fair market value of the stock on the date of exercise, then the participant will recognize ordinary income in the year of the sale equal to the difference between the fair market value of the stock at the date of exercise and the exercise price. In this event, the participant will also recognize a capital gain (long-term or short-term, depending upon how long the participant has held the stock) equal to the difference between the sales price and the fair market value of the stock on the date of exercise. If the participant disposes of the stock prior to the expiration of the required holding periods at a price that is less than the fair market value of the stock on the date of exercise (but greater than






the exercise price), the participant will recognize ordinary income in the year of the sale equal to the difference between the sales price and the exercise price. If the participant disposes of the stock prior to the expiration of the required holding periods at a price below the exercise price, the participant will incur a capital loss (long-term or short-term, depending upon how long the participant has held the stock).

        In addition to regular tax consequences, a participant may have alternative minimum tax consequences when he exercises an ISO. Generally speaking, individual taxpayers are required each year to pay the greater of their regular tax liability or their alternative minimum tax liability. For alternative minimum tax purposes, the excess of the fair market value of the underlying stock on the date of exercise over the exercise price of the option is included in alternative minimum taxable income for the year of exercise. The net amount of alternative minimum tax income (after taking into account any applicable exemptions) is multiplied by the applicable alternative minimum tax rate to determine alternative minimum tax liability income. If a participant owes alternative minimum tax for the year of exercise of an ISO, the optionee may be entitled to a tax credit for all or part of the excess of the amount of the participant's alternative minimum tax liability over his regular tax liability for that year. Any credit may be applied directly against the participant's tax liability in later years in which the participant's regular tax liability exceeds the participant's alternative minimum tax liability, but only to the extent of the excess. Any balance of the alternative minimum tax credit would carry forward and may be used in subsequent years subject to the limitations previously described. If the participant engages in a disqualifying disposition of an ISO in the same calendar year as the exercise of the option, the participant essentially avoids the effects of alternative minimum tax with respect to the option. The Company will not be allowed an income tax deduction upon the grant or exercise of an ISO. Upon a disqualifying disposition of shares by the participant acquired by exercise of the ISO, the Company generally will be allowed a deduction in an amount equal to the ordinary income recognized by the participant.

        Non-Qualified Stock Options.    As in the case of ISOs, generally no income is recognized by the participant on the grant of a non-qualified stock option. On the exercise by a participant of a non-qualified stock option, the excess of the fair market value of the stock when the option is exercised over the exercise price will be (a) taxable to the participant as ordinary income, and (b) generally deductible for income tax purposes by the Company. The participant's tax basis in his stock will equal his cost for the stock plus the amount of ordinary income he had to recognize with respect to the non-qualified stock option. Accordingly, upon a subsequent disposition of stock acquired upon the exercise of a non-qualified stock option, the participant will recognize short-term or long-term capital gain or loss, depending upon how long the participant has held the stock, equal to the difference between the amount realized upon disposition of the stock by the participant and his basis in the stock.

        Restricted Stock Awards.    A participant generally will not recognize taxable ordinary income when he or she receives restricted shares. Instead, the participant will have taxable income in the first year in which the shares cease to be subject to a substantial risk of forfeiture, generally when all applicable restrictions lapse. The participant will then have taxable income equal to the fair market value of the stock at that time over the amount, if any, the participant paid for the stock. The participant may, however, make an election to include in income, when the restricted stock is first transferred to him or her, an amount equal to the excess of the fair market value of the stock at that time over the amount, if any, paid for the stock. The result of this election is that appreciation in the value of the stock after the date of transfer is then taxable as capital gain, rather than as ordinary income.

Other Matters

        New Plan Benefits.    The Compensation Committee has discretion to determine the type, terms and conditions and recipients of awards granted under the 2010 Plan. Accordingly, it is not possible at this




time to determine the amount of the awards that will be received by any director, officer or other employee or recipient if the 2010 Plan is approved by stockholders.

        The board of directors adopted the 2010 Plan on March 9, 2010, subject to shareholder approval. Absent such approval, the 2010 Plan would not become effective and no stock awards would be made under the 2010 Plan.

        On April 5, 2010, the closing price of the Company's common stock on the NASDAQ Global Select Market was $14.79 per share.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE 2010 INCENTIVE COMPENSATION PLAN.


PROPOSAL NO. 3
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


        Ernst & Young LLP has been our independent registered public accounting firm since 1998, and has been selected by the audit committeeAudit Committee of the board of directors as our independent registered public accounting firm for the fiscal year ending December 31, 2010.2013. Although the Company is not required to seek stockholder approval of this appointment, the board of directors believes it to be sound corporate governance to do so. In the event that the stockholders fail to ratify the appointment, the audit committeeAudit Committee will investigate the reasons for stockholder rejection and will reconsider the appointment. Even if the selection is ratified, the audit committeeAudit Committee in its discretion may direct the appointment of a different independent public accounting firm during the year if the audit committeeAudit Committee believes that such a change would be in the best interests of the Company and its stockholders.

        A representative of Ernst & Young is expected to be present at the 20102013 Annual Meeting and will have the opportunity to make a statement if he or she so desires to do so and will be available to respond to appropriate stockholder questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF ERNSTThe Board of Directors recommends a vote FOR the ratification of the appointment of Ernst & YOUNGYoung LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2010.as the Company's independent registered public accounting firm for fiscal 2013.


STOCKHOLDER COMMUNICATIONS


        The board will give appropriate attention to written communications that are submitted by stockholders, and will respond if and as appropriate. Absent unusual circumstances or as contemplated by committee charters and subject to any required assistance or advice from legal counsel, Mr. Stein, the Secretary of the Company, is primarily responsible for monitoring communications from




stockholders and for providing copies or summaries of such communications to the other directors as he considers appropriate.

        Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that Mr. Stein considers to be important for the directors to know. In general, communications relating to corporate governance and long-term corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs, personal grievances and matters as to which we may receive repetitive or duplicative communications.

        Stockholders who wish to send communications on any topic to the board should address such communications to Richard M. Stein, Secretary, at Nixon Peabody LLP, 100 Summer Street, Boston, MA 02110.





TIME FOR SUBMISSION OF STOCKHOLDER PROPOSALS


        Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in a company's proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals to Bruker Corporation in a timely manner.

        Stockholders interested in submitting a proposal for inclusion in the proxy materials for the annual meeting of stockholders in 20112014 may do so by following the procedures set forth in Rule 14a-8 of the Securities Exchange Act of 1934, as amended. To be eligible for inclusion, stockholder proposals must be received by us no later than November 30, 2010.December 11, 2013.

        Additionally, under our by laws,bylaws, no business may be brought before an annual meeting unless it is specified in the notice of meeting by or at the direction of the Board or by a stockholder entitled to vote who has delivered notice to Bruker Corporation (containing certain information specified in the by laws)bylaws) not less than 90 or more than 120 days prior to the first anniversary of the preceding year's annual meeting.


OTHER MATTERS


        Management knows of no matters which may properly be and are likely to be brought before the meeting other than the matters discussed herein. However, if any other matters properly come before the meeting, the persons named in the enclosed proxy will vote in accordance with their best judgment.


VOTING PROXIES


        The board of directors recommends an affirmative vote on all proposals specified. Proxies will be voted as specified. If signed proxies are returned without specifying an affirmative or negative vote on any proposal, the shares represented by such proxies will be voted in favor of the board of directors' recommendations.

		By order of the board of directors
		Frank H. Laukien, Ph.D. Chairman, President and Chief Executive Officer

April 14, 2010




Appendix A

BRUKER CORPORATION
2010 INCENTIVE COMPENSATION PLAN

        1.    Purpose of the Plan.

        This incentive compensation plan (the "2010 Plan") is intended to encourage ownership of the stock of Bruker Corporation (the "Company") by management, employees, directors, consultants and advisors ("Participants") of the Company and its subsidiaries, to induce qualified personnel to enter and remain in the employ of the Company or its subsidiaries and otherwise to provide additional incentive for Participants to promote the success of its business. The 2010 Plan permits the grant of (i) options to purchase shares of common stock of the Company and (ii) shares of restricted stock of the Company (each an "Award" and collectively "Awards").

        2.    Stock Subject to the 2010 Plan.

        (a)   The total number of shares of the authorized but unissued or Treasury shares of the common stock, $.01 par value, of the Company ("Common Stock") for which Awards may be granted under the 2010 Plan shall not exceed eight million (8,000,000) shares, subject to adjustment as provided in Section 13 hereof.

        (b)   Any shares of Common Stock covered by an Award (or portion of an Award) granted under the 2010 Plan which is forfeited or canceled or expires shall be deemed not to have been delivered for purposes of determining the maximum number of shares available for delivery under the 2010 Plan and the unvested and/or unpurchased shares subject to such Award shall again be available for subsequent Awards granted under the 2010 Plan.

        (c)   If an option is settled by net exercise (i.e., withholding a number of shares equal to the exercise price), the full number of shares of Common Stock covered by the option shall be counted against the number of shares available for Awards, not the net shares issued in satisfaction of the option. The following shares shall not be added back to the number of shares available for the future grant of Awards: (i) shares tendered to the Company by a Participant to (A) purchase shares of Common Stock upon the exercise of an Award, or (B) satisfy tax withholding obligations; (ii) shares retained or withheld from an Award to satisfy the Participant's tax obligation; and (iii) shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award.

        (d)   Shares issued, or issuable upon exercise of an option granted under the 2010 Plan, may be subject to such restrictions on transfer, repurchase rights (but not to exceed 20% of the aggregate shares issued or issuable upon exercise of options granted under the 2010 Plan) or other restrictions as shall be determined by the Board of Directors of the Company (the "Board").

        3.    Administration of the 2010 Plan.

        The 2010 Plan shall be administered by the Board or a committee thereof (the "Compensation Committee") consisting of two or more persons appointed to such Compensation Committee from time to time by the Board; provided, however, that (i) to the extent necessary in order to permit officers and directors of the Company to be exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "1934 Act") with respect to transactions pursuant to the 2010 Plan, each of such persons shall be a "Non-Employee Director" within the meaning of Rule 16b-3 promulgated by the Securities and Exchange Commission under the 1934 Act and (ii) if such qualification is deemed necessary in order for the grant or exercise of Awards made under the 2010 Plan to qualify for any tax or other material benefit to participants of the Company under applicable regulations under






Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), each of such persons shall be an "outside director" (as defined in applicable regulations thereunder). The term "Compensation Committee" shall, for all purposes of the 2010 Plan be deemed to refer to the Board if the Board is administering the 2010 Plan. If the 2010 Plan is administered by a Compensation Committee, the Compensation Committee shall from time to time select a Chairman from among its members and shall adopt such rules and regulations as it shall deem appropriate concerning the holding of meetings and the administration of the 2010 Plan. A majority of the entire Compensation Committee shall constitute a quorum and the actions of a majority of the members of the Compensation Committee present at a meeting at which a quorum is present, or actions approved in writing by all of the members of the Compensation Committee, shall be the actions of the Compensation Committee; provided, however, that if the Compensation Committee consists of only two members, both shall be required to constitute a quorum and to act at a meeting or to approve actions in writing. Except as otherwise expressly provided in the 2010 Plan, the Compensation Committee shall have all powers with respect to the administration of the 2010 Plan, including, without limitation, full power and authority to interpret the provisions of the 2010 Plan and any Award agreement granted hereunder, and to resolve all questions arising under the 2010 Plan. All decisions of the Compensation Committee shall be conclusive and binding on all participants in the 2010 Plan.

        4.    Type of Awards.

        (a)    Options.    Options granted pursuant to the 2010 Plan shall be authorized by action of the Compensation Committee and may be designated as either incentive stock options meeting the requirements of Section 422 of the Code, or non-qualified options which are not intended to meet the requirements of such Section 422 of the Code, the designation to be in the sole discretion of the Compensation Committee. The 2010 Plan shall be administered by the Compensation Committee in such manner as to permit options granted as incentive stock options to qualify as incentive stock options under the Code. Subject to Section 13, the maximum number of shares of Common Stock that may be issued pursuant to such incentive stock options is eight million (8,000,000).

        (b)    Restricted Stock.    Restricted stock granted pursuant to the 2010 Plan shall be authorized by action of the Compensation Committee. The Compensation Committee shall have the right, in its sole discretion, to allocate and grant up to twenty percent (20%) of the shares authorized to be granted under the 2010 Plan as restricted stock to Participants on such terms and conditions as the Compensation Committee, in its discretion, shall deem appropriate.

        5.    Eligibility

        (a)   As required by U.S. law, incentive stock options shall only be granted to Participants who are employees. As a result, options designated as incentive stock options shall, subject to the limitation on amounts of more than 10% of the combined voting power of the Company as designated in Section 5(f), be granted only to key employees (including officers and directors who are also employees) of the Company or any of its subsidiaries, including subsidiaries which become such after adoption of the 2010 Plan.

        (b)   The law permits more flexibility for the grant of non-qualified stock options. Accordingly, options designated as non-qualified options may be granted to officers, employees, consultants, advisors and directors of the Company or of any of its subsidiaries, including subsidiaries which become such after adoption of the 2010 Plan.

        (c)   Shares of restricted stock may be granted to officers, employees, consultants, advisors and directors of the Company or of any of its subsidiaries, including subsidiaries which become such after adoption of the 2010 Plan.

        (d)   As used herein, "subsidiary" or "subsidiaries" shall be as defined in Section 424 of the Code and the Treasury regulations promulgated thereunder.




        (e)   The Compensation Committee shall, from time to time, at its sole discretion, select from such eligible persons those to whom Awards shall be granted and shall determine the number of shares to be subject to each Award. In determining the eligibility of a person to be granted an Award, as well as in determining the number of shares to be granted to any person, the Compensation Committee in its sole discretion shall take into account the position and responsibilities of the person being considered, the nature and value to the Company or its subsidiaries of his or her service and accomplishments, his or her present and potential contribution to the success of the Company or its subsidiaries, and such other factors as the Compensation Committee may deem relevant.

        (f)    As required by law, no Award designated as an incentive stock option shall be granted to any employee of the Company or any subsidiary if such employee owns, immediately prior to the grant of an incentive stock option, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of a parent or a subsidiary, unless the purchase price for each share issuable upon exercise of such incentive stock option shall be at least 110% of its fair market value at the time such incentive stock option is granted and the incentive stock option, by its terms, shall not be exercisable more than five years from the date it is granted. In determining the employee's stock ownership under this paragraph, the provisions of Section 424(d) of the Code shall be controlling.

        (g)   In determining the fair market value under this paragraph, the provisions of Section 7 hereof shall apply.

        (h)   Subject to the provisions of Section 13 relating to adjustments upon changes in the shares of Common Stock, no employee shall be eligible to be granted Awards covering more than 100,000 shares during any calendar year.

        6.    Award Agreement.

        Each Award shall be evidenced by a restricted stock agreement or option agreement, as applicable (each an "Award Agreement"), duly executed on behalf of the Company and by the Participant to whom such Award is granted, which Award Agreement shall comply with and be subject to the terms and conditions of the 2010 Plan. The Award Agreement may contain such other terms, provisions and conditions which are not inconsistent with the 2010 Plan as may be determined by the Compensation Committee; provided that Awards designated as incentive stock options shall meet all of the conditions for incentive stock options as defined in Section 422 of the Code. The date of grant of an Award shall be as determined by the Compensation Committee. More than one Award may be granted to an individual.

        7.    Option Price.

        The option price or prices of shares covered under Awards designated as non-qualified stock options shall be as determined by the Compensation Committee, but in no event shall the option price of a non-qualified stock option be less than the fair market value of such shares at the time the Award is granted, as determined by the Compensation Committee. The option price or prices of shares covered under Awards designated as incentive stock options shall be not less than the fair market value of such shares at the time the option is granted, as determined by the Compensation Committee in accordance with the regulations promulgated under Section 422 of the Code. The fair market value as of any date and in respect of any share of Common Stock shall be the then most recent closing price of a share of Common Stock reported by the exchange or other trading system on which such shares are primarily traded or, if the shares are not publicly traded, then the fair market value of such shares shall be as determined in good faith by the Compensation Committee using a reasonable valuation method that satisfies the requirements of Section 409A of the Code. In no event shall the fair market value of any share of Common Stock be less than its par value.




        8.    Manner of Option Payment; Manner of Option Exercise.

        (a)   Options granted under the 2010 Plan may provide for the payment of the exercise price, as determined by the Compensation Committee and as set forth in the Award Agreement, by delivery of one or more of: (i) cash or a check payable to the order of the Company in an amount equal to the exercise price of such options; (ii) shares of Common Stock owned by the Participant having a fair market value equal in amount to the exercise price of the options being exercised and having been held by the Participant for at least six months (or such other period as the Company may determine), provided, however, that payment of the exercise price by delivery of shares of Common Stock owned by such Participant may be made only if such payment does not result in a charge to earnings for financial accounting purposes as determined by the Compensation Committee; (iii) a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price; (iv) by a "net exercise" arrangement pursuant to which the Company will reduce the number of shares issued upon exercise by the largest whole number of shares with a fair market value, determined in accordance with Section 7 hereof, that does not exceed the aggregate exercise price, with cash or other payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; or (v) any other method approved by the Compensation Committee. To facilitate clause (iii) above, the Company may enter into agreements for coordinated procedures with one or more brokerage firms.

        (b)   To the extent that the right to purchase shares under an option has accrued and is in effect, options may be exercised in full at one time or in part from time to time, by giving written notice, signed by the Participant exercising the option, to the Company, stating the number of shares with respect to which the option is being exercised, accompanied by payment in full for such shares as provided in subparagraph (a) above. Upon such exercise, delivery of a certificate for paid-up non-assessable shares shall be made at the principal office of the Company to the Participant exercising the option at such time, during ordinary business hours, not more than thirty (30) days from the date of receipt of the notice by the Company, as shall be designated in such notice, or at such time, place and manner as may be agreed upon by the Company and the person or persons exercising the option. Upon exercise of the option and payment as provided above, the Participant shall become a shareholder of the Company as to the shares acquired upon such exercise.

        9.    Exercise of Options.

        Each option granted under the 2010 Plan shall, subject to Section 6, Section 10(b) and Section 13 hereof, be exercisable at such time or times and during such period as determined by the Compensation Committee which shall be set forth in the Award Agreement; provided, however, that no option granted under the 2010 Plan shall have a term in excess of ten (10) years from the date of grant.

        To the extent that an option to purchase shares is not exercised by a Participant when it becomes initially exercisable, it shall not expire but shall be carried forward and shall be exercisable, on a cumulative basis, until the expiration of the exercise period. No partial exercise may be made for less than fifty (50) full shares of Common Stock.

        Notwithstanding the foregoing, the Compensation Committee may in its discretion accelerate the exercisability of any option subject to such terms and conditions as the Compensation Committee deems necessary and appropriate.




        10.    Term of Options; Exercisability.

        (a)    Term.

        (1)   Each option shall expire not more than ten (10) years from the date of the granting thereof, but shall be subject to earlier termination as herein provided.

        (2)   Except as otherwise provided in this Section 10, or in the applicable option Agreement, an option granted to any employee or director who ceases to be an employee or director of the Company, as the case may be, may be exercised by the Participant or permitted transferee at any time on or prior to the earlier of the expiration date of the option or the expiration of sixty (60) days after the date of termination. An option granted to any other Participant who ceases to have the same relationship with the Company or one of its subsidiaries which was in effect on the date the option was granted, shall terminate immediately on the date such Participant ceases to have such relationship with the Company or one of its subsidiaries, or on the date on which the option expires by its terms, whichever occurs first. For purposes of this Section 10, a "termination" includes an event which causes a Participant to lose his eligibility to participate in the Plan (e.g., an individual is employed by a company that ceases to be a subsidiary of the Company). In the case of a consultant, the meaning of "termination" or "termination of employment" includes the date that the individual ceases to provide significant services to the Company or its subsidiaries. In the case of a nonemployee director, the meaning of "termination" includes the date that the individual ceases to be a director of the Company or its subsidiaries. With respect to any option subject to Section 409A of the Code, any reference to "termination of employment" or similar term shall mean an event that constitutes a "separation from service" within the meaning of Section 409A of the Code.

        (3)   If such termination of employment or relationship is because the Participant has become permanently disabled (within the meaning of Section 22(e)(3) of the Code), such option shall terminate sixty (60) days after the date such Participant ceases to be an employee or to have such relationship, or on the date on which the option expires by its terms, whichever occurs first.

        (4)   In the event of the death of any Participant, any option granted to such Participant shall terminate ninety (90) days after the date of death, or on the date on which the option expires by its terms, whichever occurs first.

        (5)   Notwithstanding subparagraphs (2), (3) and (4) above, the Compensation Committee has the authority to prescribe different rules that apply upon the termination of employment of a particular Participant and to extend the expiration date of any outstanding option in circumstances in which it deems such action to be appropriate, provided that no such extension shall extend the term of an option beyond the date on which the option would have expired if no termination of the Participant's employment or relationship with the Company or its subsidiary had occurred. Each Participant's option agreement(s) shall set forth the extent to which the Participant shall have the right to such Participant's outstanding option(s) following termination of the Participant's employment, directorship or other relationship with the Company. Such provisions shall be determined in the sole discretion of the Compensation Committee, need not be uniform among all options granted pursuant to the 2010 Plan and may reflect distinctions based on the reasons for termination.

        (b)    Exercisability.

        An option granted to an Participant who ceases to be an employee, or ceases to have the same relationship with the Company or one of its subsidiaries which was in existence on the date the option was granted, shall be exercisable only to the extent that the right to purchase shares under such option has accrued and is in effect on the date such Participant ceases to be an employee, or ceases to have such relationship with the Company or one of its subsidiaries.




        11.    Transferability.

        (a)   The right of any Participant to exercise any option granted to him or her shall not be assignable or transferable by such Participant otherwise than by will or the laws of descent and distribution, and any such option shall be exercisable during the lifetime of such Participant only by him or her. Any option granted under the 2010 Plan shall be null and void and without effect upon the bankruptcy of the Participant to whom the option is granted, or upon any attempted assignment or transfer, except as herein provided, including without limitation any purported assignment, whether voluntary or by operation of law, pledge, hypothecation or other disposition, attachment, divorce, trustee process or similar process, whether legal or equitable, upon such option.

        (b)   Shares of restricted stock granted under the 2010 Plan may not be sold, transferred, pledged, assigned, encumbered, or otherwise alienated or hypothecated until the end of the period specified in the Award Agreement during which (i) the transfer of shares of restricted stock is limited in some way (based on the passage of time, the achievement of performance goals, or upon the occurrence of other events as determined by the Compensation Committee, at its discretion) and (ii) the shares are subject to a substantial risk of forfeiture (the "Period of Restriction"). All rights with respect to the shares of restricted stock granted to a Participant under the 2010 Plan shall be available during such Participant's lifetime and prior to the end of the Period of Restriction only to such Participant. The Compensation Committee may impose such other conditions and/or restrictions on any shares of restricted stock granted pursuant to the 2010 Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of restricted stock, restrictions based upon the achievement of specific performance goals, time-based restrictions on vesting following the attainment of the performance goals, time-based restrictions, and/or restrictions under applicable federal or state securities laws. Additionally, to the extent deemed appropriate by the Compensation Committee, the Company may retain the certificates representing shares of restricted stock in the Company's possession until such time as all conditions and/or restrictions applicable to such shares have been satisfied.

        12.    Performance-Based Awards and Performance Measures.

        Awards that are designed to qualify for the performance-based exception from the tax deductibility provisions of Code Section 162(m) ("Performance-Based Awards") may be granted to a Participant who, as of the date of vesting and/or payout of such Award, or the date the Company or any of its subsidiaries is entitled to a tax deduction as a result of the Award, as applicable, is or may be one of the group of "covered employees," as defined in the regulations promulgated under Code Section 162(m), or any successor statute ("Covered Employees"). Unless and until the Compensation Committee proposes for shareholder vote and the Company's shareholders approve a change in the general performance measures set forth in this Section 12, the attainment of which may determine the degree of payout and/or vesting with respect to any Performance-Based Awards, the performance measure(s) to be used for purposes of such grants shall be chosen from among:

(a)

Earnings per share;



(b)

Net income (before or after taxes);



(c)

Cash flow (including, but not limited to, operating cash flow and free cash flow);



(d)

Gross revenues;



(e)

Gross margins;



(f)

Other operating measures such as segment revenues or costs;



(g)

Return measures (including, but not limited to, return on assets, equity, capital or investment);



(h)

EBITDA; and



(i)

Any of the above measures compared to peer or other companies.




        Performance measures may be set either at the corporate level, subsidiary level, division level, or business unit level.

        Awards that are designed to qualify as Performance-Based Awards shall conform to the requirements of Section 162(m) of the Code. Generally, this requires that the amount paid under such an Award be determined based on the attainment of written, objective performance goals approved by the Compensation Committee for a performance period established by the Compensation Committee (i) while the outcome for that performance period is substantially uncertain and (ii) no more than 90 days after the commencement of the performance period to which the performance goal relates or, if less, the number of days which is equal to 25 percent of the relevant performance period. The Compensation Committee shall determine whether, with respect to a performance period, the applicable performance goals have been met by the Participant and, if they have, shall so certify and determine the amount of the applicable Award. Such Awards that are held by Covered Employees may not be adjusted upward. The Compensation Committee shall retain the discretion to adjust such Awards downward. No amount will be paid for any performance period until such certification is made by the Compensation Committee.

        The material terms of the performance measures shall be disclosed and reapproved by shareholders no later than the first shareholder meeting occurring in the fifth year following the year in which shareholders previously approved the performance measures. However, if applicable tax and/or securities laws change to permit Compensation Committee discretion to alter the governing performance measures without obtaining shareholder approval of such changes, the Compensation Committee shall have sole discretion to make such changes without obtaining shareholder approval.

        The Compensation Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Compensation Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that, with respect to any Performance-Based Awards, no such adjustment shall be authorized to the extent that such adjustment would be inconsistent with the Award's satisfaction of the requirements for treatment as a Performance-Based Award under Section 162(m) of the Code.

        13.    Recapitalizations, Reorganizations and the Like.

        (a)   In the event that the outstanding shares of the Common Stock of the Company are changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, combination of shares, or dividends payable in capital stock, appropriate adjustment shall be made in the number and kind of shares as to which Awards may be granted under the 2010 Plan and as to which outstanding Awards or portions thereof then unexercised shall be exercisable, to the end that the proportionate interest of the Participant shall be maintained as before the occurrence of such event; such adjustment in outstanding options shall be made without change in the total price applicable to the unexercised portion of such options and with a corresponding adjustment in the option price per share.

        (b)   In addition, unless otherwise determined by the Board in its sole discretion, in the case of any (i) sale or conveyance to another entity of all or substantially all of the property and assets of the Company, including, without limitation, by way of merger or consolidation, or (ii) Change in Control (as hereinafter defined) of the Company, the purchaser(s) of the Company's assets or stock may, in his, her or its discretion, deliver to the Participant the same kind of consideration that is delivered to the shareholders of the Company as a result of such sale, conveyance or Change in Control, or the Board may cancel all outstanding options in exchange for consideration in cash or in kind which consideration






in both cases shall be equal in value to the value of those shares of Common Stock or other securities the Participant would have received had the option been exercised (to the extent then exercisable) and no disposition of the shares acquired upon such exercise been made prior to such sale, conveyance or Change in Control, less the option price therefor. Upon receipt of such consideration by the Participant, his or her option shall immediately terminate and be of no further force and effect. The value of the shares or other securities the Participant would have received if the option had been exercised shall be determined in good faith by the Board, and in the case of shares of the Common Stock of the Company, in accordance with the provisions of Section 7 hereof. The Board shall also have the power and right to accelerate the exercisability of any options and the termination of any Period of Restriction to which any Award of restricted stock is subject, notwithstanding any limitations in this 2010 Plan or in the Award Agreement upon such a sale, conveyance or Change in Control. Upon such acceleration, any options or portion thereof originally designated as incentive stock options that no longer qualify as incentive stock options under Section 422 of the Code as a result of such acceleration shall be redesignated as non-qualified stock options. A "Change in Control" shall be deemed to have occurred under any one or more of the following conditions:

i)

if, within one year of any merger, consolidation, sale of a substantial part of the Company's assets, or contested election, or any combination of the foregoing transactions (a "Transaction"), the persons who were directors of the Company immediately before the Transaction shall cease to constitute a majority of the Board of Directors (x) of the Company or (y) of any successor to the Company, or (z) if the Company becomes a subsidiary of or is merged into or consolidated with another corporation, of such corporation (the Company shall be deemed a subsidiary of such other corporation if such other corporation owns or controls, directly or indirectly, a majority of the combined voting power of the outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors);



ii)

if, as a result of a Transaction, the Company does not survive as an entity, or its shares are changed into the shares of another corporation unless the stockholders of the Company immediately prior to the Transaction own a majority of the outstanding shares of such other corporation immediately following the Transaction;



iii)

if, after the date this 2010 Plan is adopted, any person, or any two or more persons acting as a group, and all affiliates of such person or persons, who prior to such time owned less than twenty percent (20%) of the then outstanding Common Stock of the Company, shall acquire, whether by purchase, exchange, tender offer, merger, consolidation or otherwise, such additional shares of the Company's Common Stock in one or more transactions, or series of transactions, such that following such transaction or transactions, such person or group and affiliates beneficially own at least fifty percent (50%) of the Company's Common Stock outstanding;



iv)

the dissolution or liquidation of the Company is approved by its stockholders; or



v)

if the members of the Board as of the date this 2010 Plan is adopted (the "Incumbent Board") cease to represent at least two-thirds of the Board; provided, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's stockholders, was approved by at least two-thirds of the members comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement in which such person is named as a nominee for director without objection to such nomination) shall be, for purposes of this paragraph (v), treated as though such person were a member of the Incumbent Board.

        (c)   Upon dissolution or liquidation of the Company, all options granted under this 2010 Plan shall terminate, but each Participant (if at such time in the employ of or otherwise associated with the




Company or any of its subsidiaries) shall have the right, immediately prior to such dissolution or liquidation, to exercise his or her option Award(s) to the extent then exercisable.

        (d)   No fraction of a Share shall be purchasable or deliverable upon the exercise of any option, but in the event any adjustment hereunder of the number of shares covered by the Award shall cause such number to include a fraction of a share, such fraction shall be adjusted to the nearest smaller whole number of shares.

        14.    No Special Employment or Other Rights.

        Nothing contained in the 2010 Plan or in any Award granted under the Plan shall confer upon any Participant any right with respect to the continuation of his or her employment or other relationship by the Company (or any subsidiary) or interfere in any way with the right of the Company (or any subsidiary), subject to the terms of any separate employment or other agreement, at any time to terminate such employment or other relationship or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of an Award. Whether an authorized leave of absence, or absence in military or government service, shall constitute termination of employment or another relationship shall be determined by the Compensation Committee at the time.

        15.    Withholding.

        The Company's obligation to deliver shares under the 2010 Plan and any payments or transfers under Section 13 hereof shall be subject to the Participant's satisfaction of all applicable Federal, state and local income, excise, employment and any other tax withholding requirements. If and to the extent permitted by the Compensation Committee, the Participant may satisfy, totally or in part, the Participant's tax obligations pursuant to this Section by electing to have shares withheld from an Award upon grant or vesting, to redeliver shares acquired under an Award, or to deliver previously owned shares. All non-U.S. Participants must pay all applicable employee and employers wage and other withholding taxes in advance of receiving shares.

        16.    Restrictions on Issue of Shares.

        (a)   Notwithstanding the provisions of Section 8, the Company may delay the issuance of shares covered by an Award and the delivery of a certificate for such shares until one of the following conditions shall be satisfied:

(i)

The shares of restricted stock or shares with respect to which an option has been exercised are at the time of the issue of such shares effectively registered or qualified under applicable Federal and state securities acts now in force or as hereafter amended; or



(ii)

Counsel for the Company shall have given an opinion, which opinion shall not be unreasonably conditioned or withheld, that such shares are exempt from registration and qualification under applicable Federal and state securities acts now in force or as hereafter amended.

        (b)   The Company shall use its best efforts to bring about compliance with the above conditions within a reasonable time, except that the Company shall be under no obligation to qualify shares or to cause a registration statement or a post-effective amendment to any registration statement to be prepared for the purpose of covering the issue of shares of restricted stock or shares in respect of which any option may be exercised, except as otherwise agreed to by the Company in writing.

        17.    Purchase for Investment; Rights of Holder on Subsequent Registration.

        Unless the shares to be issued pursuant to an Award granted under the 2010 Plan have been effectively registered under the Securities Act of 1933, as now in force or hereafter amended (the "1933 Act"), the Company shall be under no obligation to issue any shares covered by any Award unless the Participant, in whole or in part, shall give a written representation and undertaking to the






Company which is satisfactory in form and scope to counsel for the Company and upon which, in the opinion of such counsel, the Company may reasonably rely, that he or she is acquiring the shares issued pursuant to such Award for his or her own account as an investment and not with a view to, or for sale in connection with, the distribution of any such shares, and that he or she will make no transfer of the same except in compliance with any rules and regulations in force at the time of such transfer under the 1933 Act, or any other applicable law, and that if shares are issued without such registration, a legend to this effect may be endorsed upon the securities so issued. In the event that the Company shall, nevertheless, deem it necessary or desirable to register under the 1933 Act or other applicable statutes any shares with respect to which an option shall have been exercised, or to qualify any such shares for exemption from the 1933 Act or other applicable statutes, then the Company may take such action and may require from each Participant such information in writing for use in any registration statement, supplementary registration statement, prospectus, preliminary prospectus or offering circular as is reasonably necessary for such purpose and may require reasonable indemnity to the Company and its officers and directors and controlling persons from such holder against all losses, claims, damages and liabilities arising from such use of the information so furnished and caused by any untrue statement of any material fact therein or caused by the omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made.

        18.    Modification of Outstanding Awards.

        The Board may authorize the amendment of any outstanding Award with the consent of the Participant when and subject to such conditions as are deemed to be in the best interests of the Company and in accordance with the purposes of this 2010 Plan.

        19.    Approval of Stockholders.

        The 2010 Plan shall be subject to approval by the vote of stockholders holding at least a majority of the voting stock of the Company present, or represented, and entitled to vote at a duly held stockholders' meeting, or by written consent of the stockholders as provided for under applicable state law, within twelve (12) months after the adoption of the 2010 Plan by the Board of Directors and shall take effect as of the date of adoption by the Board of Directors upon such approval. The Compensation Committee may grant options under the 2010 Plan prior to such approval, but any such options shall become effective as of the date of grant only upon such approval and, accordingly, no option may be exercisable prior to such approval.

        20.    Termination and Amendment.

        Unless sooner terminated as herein provided, the 2010 Plan shall terminate ten (10) years from the date upon which the 2010 Plan was duly adopted by the Board. The Board may at any time terminate the 2010 Plan or make such modification or amendment thereof as it deems advisable; provided, however, that except as provided in this Section 20, the Board may not, without the approval of the stockholders of the Company obtained in the manner stated in Section 19, increase the maximum number of shares for which Awards may be granted or change the designation of the class of persons eligible to receive Awards under the 2010 Plan, or make any other change in the 2010 Plan which requires stockholder approval under applicable law or regulations.

        21.    Reservation of Stock.

        The Company shall at all times during the term of the 2010 Plan reserve and keep available such number of shares as will be sufficient to satisfy the requirements of the 2010 Plan and shall pay all fees and expenses necessarily incurred by the Company in connection therewith.




        22.    Limitation of Rights in Shares Covered by Option Awards; Voting and Dividend Rights in Shares of Restricted Stock.

        (a)   Except as otherwise provided in Section 13(a) or in an Award Agreement, a Participant shall not be deemed for any purpose to be a stockholder of the Company with respect to any of the options granted except to the extent that such options shall have been exercised and shares of Common Stock shall have been issued with respect thereto and, in addition, a certificate representing such shares shall have been issued and delivered to the Participant.

        (b)   Except as may be otherwise provided in an Award Agreement, a Participant holding shares of restricted stock granted under the 2010 Plan shall be (i) entitled to exercise full voting rights with respect to such shares during the Period of Restriction and (ii) credited with dividends paid with respect to such shares during the Period of Restriction. The Compensation Committee may apply any restrictions to such voting and dividend rights as it deems appropriate, which restrictions shall be set forth in the applicable Award Agreement. Without limiting the generality of the preceding sentence, if the grant or vesting of restricted stock is pursuant to a Performance-Based Award, the Committee may apply any restrictions it deems appropriate to the payment of dividends declared with respect to such shares of restricted stock, such that the dividends and/or the shares maintain eligibility for qualification as a Performance-Based Award.

        23.    Notices.

        Any communication or notice required or permitted to be given under the 2010 Plan shall be in writing, and mailed by registered or certified mail or delivered by hand, if to the Company, to its principal place of business, attention: Treasurer, and, if to a Participant, to the address as appearing on the records of the Company.2013




THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature (Joint Owners) Signature [PLEASE SIGN WITHIN BOX] Date Date To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0000062070_1 R2.09.05.0100 0 0 0 0 0 0 0 0 0000170931_1 R1.0.0.51160 For Withhold For All All All Except The Board of Directors recommends that you vote FOR the following: 1. Election of Directors Nominees 01 Wolf-Dieter Emmerich 02 Brenda J. Furlong 03 Frank H. Laukien 04 Richard A. Packer BRUKER CORPORATION C/O AMERICAN STOCK TRANSFER 6201 FIFTEENTH AVENUE BROOKLYN, NY 11219 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following proposal(s):proposal: For Against Abstain 2 To consider and act upon a proposal to approve the 2010 Incentive Compensation Plan. 3 To consider and act upon a proposal to ratify, confirm and approve the selection of Ernst & Young LLP as the independent registered public accounting firm of Bruker Corporation for fiscal 2010.2013. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. For address change/comments, mark here. (see reverse for instructions) Yes No Please indicate if you plan to attend this meeting

 




0000062070_2 R2.09.05.0100000170931_2 R1.0.0.51160 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/ are available at www.proxyvote.com . BRUKER CORPORATION The undersigned hereby appoints Frank H. Laukien and Brian P. Monahan,Charles F. Wagner, Jr., or either of them, with power of substitution, Proxies to vote at the Bruker Corporation Annual Meeting of Stockholders on May 14, 2010,16, 2013, and any adjournments or postponements thereof, all shares of common stock of Bruker Corporation that the undersigned is entitled to vote at such meeting on matters which may come before the Annual Meeting in accordance with and as more fully described in the notice of Annual Meeting of Stockholders and the Proxy Statement. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THE BOARD RECOMMENDS AN AFFIRMATIVE VOTE ON ALL PROPOSALS SPECIFIED. UNLESS OTHERWISE SPECIFIED, THE PROXY WILL BE VOTED FOR ALL NOMINEES FOR DIRECTOR, AND FOR PROPOSALSPROPOSAL NO. 2, AND NO. 3 AS SET FORTH IN THE PROXY STATEMENT, AND IN THE DISCRETION OF THE NAMED PROXIES AS TO ANY OTHER MATTER THAT MAY COME BEFORE THIS MEETING OR ANY ADJOURNMENT THEREOF. (If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.) Address change/comments: Continued and to be signed on reverse side

 

 





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BRUKER CORPORATION 40 Manning Road Billerica, MA 01821 (978) 663-3660
BRUKER CORPORATION NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
BRUKER CORPORATION PROXY STATEMENT
RECORD DATE AND VOTING SECURITIES
CORPORATE INFORMATION
PROPOSAL NO. 1 ELECTION OF DIRECTORS
BOARD LEADERSHIP STRUCTURE
BOARD MEETINGS, COMMITTEES AND COMPENSATION
DIRECTOR NOMINATIONS
ROLE OF THE BOARD IN RISK OVERSIGHT
COMPENSATION OF DIRECTORS
20092012 Director Compensation Table
DIRECTOR NOMINATIONS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
COMPENSATION DISCUSSION AND ANALYSIS
Market Capitalization as of December 31, 2009 (in billions)
Revenues for the Most Recently Completed Fiscal Year (in millions)
Growth Rate for the Most Recently Completed Three Year Period
Net Income as a Percentage of Revenues for the Most Recently Completed Fiscal Year
COMPENSATION COMMITTEE REPORT
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
SUMMARY OF EXECUTIVE COMPENSATION
20092012 Summary Compensation Table
20092012 Grants of Plan-Based Awards
Outstanding Equity Awards At December 31, 2009
Outstanding Equity Awards at December 31, 20092012
2012 Option Exercises and Stock Vested
RELATED PERSONS TRANSACTIONS
SECTION 16(a)16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
AUDIT COMMITTEE REPORT
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSAL NO. 2 APPROVAL OF THE 2010 INCENTIVE COMPENSATION PLAN
PROPOSAL NO. 3 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
STOCKHOLDER COMMUNICATIONS
TIME FOR SUBMISSION OF STOCKHOLDER PROPOSALS
OTHER MATTERS
VOTING PROXIES